Sec Form 4 Filing - ARCLIGHT ENERGY PARTNERS FUND V, L.P. @ American Midstream Partners, LP - 2017-10-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ARCLIGHT ENERGY PARTNERS FUND V, L.P. 2. Issuer Name and Ticker or Trading Symbol American Midstream Partners, LP [ AMID] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) SEE REMARKS (Last) (First) (Middle) C/O ARCLIGHT CAPITAL PARTNERS, LLC, 200 CLARENDON STREET, 55TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2017 (Street) BOSTON, MA02117 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Convertible Preferred Units ( 1 ) 10/02/2017 D 2,333,333 ( 1 ) ( 1 ) Common Units (limited partner interests) 2,333,333 $ 0 0 I See Footnotes ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARCLIGHT ENERGY PARTNERS FUND V, L.P. C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA02117 X X SEE REMARKS Magnolia Infrastructure Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA02117 X X ArcLight Capital Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA02117 X X ArcLight Capital Partners, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA02117 X X Revers Daniel R C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA02117 X X Signatures /s/ Daniel R. ReversFUND VBy: ArcLight PEF GP V, LLC, its General PartnerBy: ArcLight Capital Holdings, LLC, its ManagerBy: ACHP II, L.P., its Managing MemberBy: ACH GP, LLC, its General PartnerBy: Daniel R. Revers, Manager 10/04/2017 Signature of Reporting Person Date /s/ Daniel R. Revers, PresidentMAGNOLIA INFRASTRUCTURE HOLDINGS, LLCBy: Daniel R. Revers, President 10/04/2017 Signature of Reporting Person Date /s/ Daniel R. ReversARCLIGHT CAPITAL HOLDINGS, LLCBy: ACHP II, L.P., its Managing MemberBy: ACH GP, LLC, its General PartnerBy: Daniel Revers, Manager 10/04/2017 Signature of Reporting Person Date /s/ Daniel R. ReversARCLIGHT CAPITAL PARTNERS, LLCBy: Daniel R. Revers, Managing Partner 10/04/2017 Signature of Reporting Person Date /s/ Daniel R. ReversMAGNOLIA INFRASTRUCTURE PARTNERS, LLCBy: Daniel R. Revers, President 10/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement of Limited Partnership of the Issuer (as amended, the "Partnership Agreement"), the Issuer exercised its call right to repurchase all of the 2,333,333 outstanding Series D Convertible Preferred Units (the "Series D Units") from Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings). On October 2, 2017, the Issuer purchased the Series D Units from Magnolia Holdings in a transaction in accordance with the Partnership Agreement and Rule 16b-3. As a result, none remain outstanding. ( 2 )Held directly by Magnolia Holdings.

Remarks: ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and ArcLight Energy Partners Fund V, L.P. ("Fund V"), the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee; he also is a director on the board of American Midstream GP, LLC, (the "General Partner"), the general partner of the Issuer. Fund V directly owns Magnolia Holdings. Fund V, through Magnolia, also indirectly owns approximately 90% of the General Partner. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia Holdings and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. Some of the entity names in the signature blocks have been abbreviated due to the limitations of the electronic filing system. Please refer to the text above for the complete legal names of such entities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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