Sec Form 4 Filing - BERGSTROM STEPHEN W @ Third Coast Midstream, LLC - 2019-07-23

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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
BERGSTROM STEPHEN W
2. Issuer Name and Ticker or Trading Symbol
Third Coast Midstream, LLC [ AMID]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THIRD COAST MIDSTREAM, LLC, 2103 CITYWEST BLVD., BLDG. 4, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2019
(Street)
HOUSTON, TX77042
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Units (limited partner interests) 07/23/2019 D 64,221 ( 1 ) D $ 0 0 ( 2 ) D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERGSTROM STEPHEN W
C/O THIRD COAST MIDSTREAM, LLC
2103 CITYWEST BLVD., BLDG. 4, SUITE 800
HOUSTON, TX77042
X
Signatures
/s/ M. Dilshad Kasmani, Attorney-in-Fact for Stephen W. Bergstrom 07/23/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common units representing limited partnership interests (the "Common Units") of Third Coast Midstream, LLC (f/k/a American Midstream Partners, LP), a Delaware limited liability company (the "Issuer").
( 2 )On July 23, 2019, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated March 17, 2019, among the General Partner, the Issuer, Anchor Acquisition, Anchor Midstream Merger Sub, LLC ("Merger Sub") and 3CM, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of the General Partner and Anchor Acquisition. In connection with the consummation of the Merger, each Common Unit (other than Common Units held by Anchor Acquisition) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $5.25 cash in Merger Consideration (as defined in the Merger Agreement), and the Common Units were canceled and ceased to be outstanding.

Remarks:
Pursuant to that certain Master Contribution Agreement, dated July 22, 2019, by and among Anchor Midstream Acquisition, LLC ("Anchor Acquisition"), 3CM Holdings, LLC (f/k/a High Point Infrastructure Partners, LLC) ("3CM"), Third Coast Midstream Holdings, LLC (f/k/a/ American Midstream GP, LLC) (the "General Partner"), Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"), Magnolia Infrastructure Partners, LLC ("Magnolia"), AMID GP Holdings, LLC ("AMID GP"), JP Energy Development, L.P. ("JP Energy"), Busbar II, LLC ("Busbar"), High Point Energy, LLC, ArcLight Energy Partners Fund V, L.P., Stephen W. Bergstrom ("Reporting Person") and Daniel C. Campbell, (i) JP Energy, as holder of 422,805 Common Units, transferred all of its Common Units to Magnolia Holdings, (ii) Magnolia Holdings, as holder of 20,372,720 Common Units, transferred all of its Common Units to the General Partner, (iii) Magnolia, as holder of 5,108,669 Common Units, transferred all of its Common Units to the General Partner, (iv) Busbar, as holder of 2,853,482 Common Units, transferred all of its Common Units to the General Partner and (v) the Reporting Person, as holder of 64,221 Common Units, transferred all of his Common Units to the General Partner. Immediately following the preceding transactions, the General Partner, as holder of 41,209,117 Common Units, transferred all of its Common Units to Anchor Acquisition (such transactions, the "Contribution"). As a result of the Contribution, the Reporting Person no longer owns any Common Units.

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