Sec Form 4 Filing - ARCLIGHT ENERGY PARTNERS FUND V, L.P. @ American Midstream Partners, LP - 2017-11-14

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) 11/14/2017 (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 A-1 Convertible Preferred Units ( 1 ) 11/14/2017 A( 1 ) 127,751 ( 1 ) ( 1 ) Common Units (limited partner interests) 146,696 $ 15.24 7,504,319 I (1) Series A-2 Convertible Preferred Units ( 2 ) 11/14/2017 A( 2 ) 54,732 ( 2 ) ( 2 ) Common Units (limited partner interests) 62,849 $ 15.24 3,215,079 I (2) Series C Convertible Preferred Units ( 3 ) 11/14/2017 A( 3 ) 173,242 ( 3 ) ( 3 ) Common Units (limited partner interests) 181,003 $ 13.4 8,965,447 I (3)

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 Magnolia Infrastructure Partners, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA02117 X X High Point Infrastructure Partners, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA02117 X X See Remarks AMID GP 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 11/14/2017 Signature of Reporting Person Date /s/ Daniel R. Revers, PresidentMAGNOLIA INFRASTRUCTURE HOLDINGS, LLCBy: Daniel R. Revers, President 11/14/2017 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 11/14/2017 Signature of Reporting Person Date /s/ Daniel R. ReversAMID GP HOLDINGS, LLCBy: 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 11/14/2017 Signature of Reporting Person Date /s/ Daniel R. ReversARCLIGHT CAPITAL PARTNERS, LLCBy: Daniel R. Revers, Managing Partner 11/14/2017 Signature of Reporting Person Date /s/ Daniel R. ReversMAGNOLIA INFRASTRUCTURE PARTNERS, LLCBy: Daniel R. Revers, President 11/14/2017 Signature of Reporting Person Date /s/ Daniel R. ReversHIGH POINT INFRASTRUCTURE PARTNERS, LLCBy: Daniel R. Revers, President 11/14/2017 Signature of Reporting Person Date /s/ Daniel R. Revers 11/14/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Series A-1 Convertible Preferred Units (the "Series A-1 Units) held directly by High Point Infrastructure Partners, LLC ("HPIP") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-1 Units owned on the distribution record date. The Series A-1 Units have no expiration date and are convertible in whole or in part into common units of American Midstream Partners, LP (the "Issuer") ("Common Units") at a conversion ratio of 1:1.1483 at any time. ( 2 )Represents Series A-2 Convertible Preferred Units (the "Series A-2 Units") held by Magnolia Infrastructure Partners, LLC ("Magnolia") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-2 Units owned on the distribution record date. The Series A-2 Units have no expiration date and are convertible into Common Units at a conversion ratio of 1:1.1483 at any time. ( 3 )Represents Series C Convertible Preferred Units (the "Series C Units") held by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series C Units owned on the distribution record dated. The Series C Units have no expiration date and are convertible in whole or part into Common Units at a conversion ratio of 1:1.0448 at any time.

Remarks: (A) ArcLight Capital Holdings, LLC ("ArcLight") 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. Fund V directly owns Busbar II, LLC ("Busbar") and Magnolia Holdings, which owns Magnolia. Fund V, through Magnolia, also owns approximately 90% of the ownership interest in HPIP. HPIP and AMID GP Holdings LLC, a subsidiary of Magnolia Holdings, own respectively, approximately 77% and 23% of American Midstream GP, LLC (the "General Partner"), the general partner of the Issuer. 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, Busbar, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. (B) 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).

** Intentional misstat ements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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