Sec Form 4 Filing - ENERGY CAPITAL PARTNERS II, LLC @ Summit Midstream Partners, LP - 2019-03-22

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
ENERGY CAPITAL PARTNERS II, LLC
2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [ SMLP]
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 Footnotes
(Last)
(First)
(Middle)
51 JOHN F. KENNEDY PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2019
(Street)
SHORT HILLS, NJ07078
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
Common Units (Limited Partner Interests) 03/22/2019 A 8,750,000 A 40,520,408 I See footnotes ( 2 ) ( 3 ) ( 4 )
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
ENERGY CAPITAL PARTNERS II, LLC
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ07078
X X See Footnotes
ENERGY CAPITAL PARTNERS II, LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ07078
X X
ENERGY CAPITAL PARTNERS II-A, LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ07078
X X
ENERGY CAPITAL PARTNERS II-B IP, LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ07078
X X
ENERGY CAPITAL PARTNERS II-C (SUMMIT IP), LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ07078
X X
Energy Capital Partners II (Summit Co-Invest), LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ07078
X X
Signatures
Energy Capital Partners II, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel 03/26/2019
** Signature of Reporting Person Date
Energy Capital Partners II-A, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel 03/26/2019
** Signature of Reporting Person Date
Energy Capital Partners II-B IP, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel 03/26/2019
** Signature of Reporting Person Date
Energy Capital Partners II-C (Summit IP), LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel 03/26/2019
** Signature of Reporting Person Date
Energy Capital Partners II (Summit Co-Invest), LP By: Energy Capital Partners GP II Co-Investment (Summit), LLC Its: General Partner By: Energy Capital Partners II, LLC Its: Managing Member By: /s/ Enoch O. Varner Title: Counsel 03/26/2019
** Signature of Reporting Person Date
Energy Capital Partners II, LLC By: /s/ Enoch O. Varner Title: Counsel 03/26/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 22, 2019, pursuant to that certain Equity Restructuring Agreement, dated as of February 25, 2019, the incentive distribution rights ("IDRs") and the approximately 2% general partner interest in the Issuer held by Summit Midstream GP, LLC (the "General Partner") were converted into (i) 8,750,000 newly issued common units of the Issuer and (ii) a non-economic general partner interest in the Issuer. Immediately following the issuance of the 8,750,000 common units, the General Partner distributed the units to its sole member, Summit Midstream Partners Holdings, LLC ("SMPH").
( 2 )Following the transactions reported herein, includes 34,604,581 common units held by SMPH and 5,915,827 common units held by SMLP Holdings, LLC ("SMLP Holdings").
( 3 )Energy Capital Partners II, LP ("ECP II") and certain of its parallel funds (collectively, the "SMLP Holdings Owners") collectively hold all of the SMPH membership interests in SMLP Holdings. Energy Capital Partners II, LLC ("ECP") indirectly controls the SMLP Holdings Owners. Accordingly, ECP and the SMLP Holdings Owners may be deemed to indirectly beneficially own the 5,915,827 common units held by SMLP Holdings but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
( 4 )ECP indirectly controls ECP II, Energy Capital Partners II-A, LP ("ECP II-A"), Energy Capital Partners II-B IP, LP (''ECP II-B''), Energy Capital Partners II-C (Summit IP), LP ("ECP II-C") and Energy Capital Partners II (Summit Co-Invest), LP ("ECP Summit Co-Invest" and together with ECP II, ECP II-A, ECP II-B and ECP II-C, the ''ECP Funds''), which collectively hold more than a majority of the membership interests in Summit Midstream Partners, LLC ("Summit") and are entitled to appoint all the directors of Summit. Summit is the sole member of SMPH. Accordingly, ECP and the ECP Funds may be deemed to indirectly beneficially own the 34,604,581 common units held by SMPH but disclaim beneficial ownership except to the extent of their pecuniary interest therein.

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 misstatements 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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