Sec Form 4 Filing - Maxwell W Keith III @ Marlin Midstream Partners, LP - 2015-02-27

Insider filing report for Changes 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
Maxwell W Keith III
2. Issuer Name and Ticker or Trading Symbol
Marlin Midstream Partners, LP [ FISH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2105 CITYWEST BLVD., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2015
(Street)
HOUSTON, TX77042
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
Call Option - Common Units (obligation to sell) $ 17.88 02/27/2015 S 1 02/27/2015 02/27/2017 Common Units representing limited partner interests 387,935 ( 3 ) ( 4 ) 1 I See Footnotes ( 1 ) ( 2 )
Call Option - Subordinated Units (obligation to sell) $ 17.88 02/27/2015 S 1 02/27/2015 02/27/2017 Subordinated Units (Limited Partner Interests) ( 5 ) 1,744,909 ( 3 ) ( 4 ) 1 ( 5 ) I See Footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maxwell W Keith III
2105 CITYWEST BLVD., SUITE 100
HOUSTON, TX77042
X X
NuDevco Midstream Development, LLC
2105 CITYWEST BOULEVARD, SUITE 100
HOUSTON, TX77042
X
NuDevco Partners, LLC
2105 CITYWEST BOULEVARD, SUITE 100
HOUSTON, TX77042
X
NuDevco Partners Holdings, LLC
2105 CITYWEST BOULEVARD, SUITE 100
HOUSTON, TX77042
X
Marlin IDR Holdings, LLC
2105 CITYWEST BOULEVARD, SUITE 100
HOUSTON, TX77042
X
Signatures
/s/ Eric T. Kalamaras, Attorney-in-fact for W. Keith Maxwell III 03/02/2015
Signature of Reporting Person Date
/s/ Eric T. Kalamaras, Attorney-in-fact for NuDevco Midstream Development, LLC 03/02/2015
Signature of Reporting Person Date
/s/ Eric T. Kalamaras, Attorney-in-fact for NuDevco Partners, LLC 03/02/2015
Signature of Reporting Person Date
/s/ Eric T. Kalamaras, Attorney-in-fact for NuDevco Partners Holdings, LLC 03/02/2015
Signature of Reporting Person Date
/s/ Eric T. Kalamaras, Attorney-in-fact for Marlin IDR Holdings, LLC 03/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by W. Keith Maxwell III, NuDevco Partners, LLC ("NuDevco Partners"), NuDevco Partners Holdings, LLC ("NuDevco Holdings"), NuDevco Midstream Development, LLC ("NuDevco"), and Marlin IDR Holdings, LLC ("Marlin IDR Holdings") in connection with the entry by NuDevco into that certain option agreement, dated as of February 27, 2015, by and between Azure Midstream Energy LLC ("Azure") and NuDevco (the "Option "Agreement").
( 2 )Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Holdings is the sole member of NuDevco. NuDevco is the sole member of Marlin IDR Holdings. Accordingly, NuDevco Partners, NuDevco Holdings, NuDevco and Marlin IDR Holdings are direct and indirect wholly owned subsidiaries of Mr. Maxwell, and Mr. Maxwell, NuDevco Partners and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
( 3 )The Option Agreement was entered into in connection with that certain transaction agreement, dated as of January 14, 2015, by and among Azure, the Issuer, Marlin Midstream GP, LLC (the "General Partner"), Marlin IDR Holdings and NuDevco (the "Transaction Agreement"). Pursuant to the Transaction Agreement, (a) the Issuer amended and restated its partnership agreement (the "Partnership Agreement") to reflect the unitization of all of the Issuer's incentive distribution rights (as unitized, the "IDR Units") and recapitalized the incentive distribution rights owned by Marlin IDR Holdings, LLC into 100 IDR Units; (b) the Issuer redeemed 90 IDR Units held by Marlin IDR Holdings, LLC in exchange for a payment by the Issuer of $63 million to Marlin IDR Holdings, LLC; (continued in Footnote 4)
( 4 )(c) Azure contributed the Legacy gathering system to the Issuer in exchange for aggregate consideration of $162.5 million, which was paid to Azure in the form of $99.5 million in cash and by the issuance of 90 IDR Units; and (d) Azure purchased from NuDevco all of the outstanding limited liability interests in the General Partner and an option to acquire up 387,935 Common Units and 1,744,909 Subordinated Units of the Issuer held by NuDevco as of the execution date of the Transaction Agreement in exchange for the payment of $7 million in cash to NuDevco.
( 5 )Pursuant to the Option Agreement, NuDevco is obligated to sell to Azure up to 1,744,909 Subordinated Units. Each Subordinated Unit will convert into one Common Unit at the end of the Subordination Period (as defined in the Partnership Agreement).

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