Sec Form 4 Filing - Bertolatus Roy E. @ AZURE MIDSTREAM PARTNERS, LP - 2016-07-19

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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
Bertolatus Roy E.
2. Issuer Name and Ticker or Trading Symbol
AZURE MIDSTREAM PARTNERS, LP [ AZUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last) (First) (Middle)
12377 MERIT DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2016
(Street)
DALLAS, TX75251
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 representing limited partner interests 07/19/2016( 1 ) M( 2 ) 17,500 A $ 0 ( 3 ) 17,500 D
Common units representing limited partner interests 07/19/2016( 1 ) F 4,629 ( 4 ) D $ 0.66 12,871 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
Phantom Units ( 3 ) 07/19/2016 M 17,500 07/18/2016 ( 5 ) Common Units 17,500 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bertolatus Roy E.
12377 MERIT DRIVE
SUITE 300
DALLAS, TX75251
General Counsel
Signatures
/s/ Stacy Murray, as Attorney in Fact for Roy Bertolatus 07/20/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Date request was made by Issuer to Issuer's transfer agent to issue common units to those grantees whose phantom units vested on July 18, 2016, pursuant to the Marlin Midstream Partners, LP 2013 Long-Term Incentive Plan.
( 2 )Represents the conversion upon vesting of phantom units into common units. On January 27, 2016, the Reporting Person was granted 17,500 phantom units of which 17,500 phantom units vested on July 18, 2016. Such phantom units were previously reported in Table II on a Form 4/A filed with the Securities and Exchange Commission on February 5, 2016. The common units into which such phantom units converted is reported in Table I on this Form 4.
( 3 )Each phantom unit is the economic equivalent of one common unit (limited partner interest) and will entitle the grantee to receive one common unit or an amount of cash equal to the fair market value of a common unit upon the vesting of the phantom unit.
( 4 )The Reporting Person is reporting the withholdding by Azure Midstream Partners, LP of 4,629 common units to satisfy the Reporting Person's tax withholding obligations in connection with the delivery of the phantom units noted in footnote 2 above to the Reporting Person.
( 5 )Phantom units do not expire.

Remarks:
The Reporting Person is the General Counsel of Azure Midstream Partners GP, LLC (the "General Partner"). The Issuer is managed by the directors and executives of the General Partner.

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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