Sec Form 4 Filing - Oasis Petroleum Inc. @ Oasis Midstream Partners LP - 2018-11-19

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
Oasis Petroleum Inc.
2. Issuer Name and Ticker or Trading Symbol
Oasis Midstream Partners LP [ OMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1001 FANNIN ST., SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2018
(Street)
HOUSTON, TX77002
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 representing limited partner interests 11/19/2018 J( 1 ) 3,950,000 ( 1 ) A 9,075,000 I See Footnotes ( 1 ) ( 3 )
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
Subordinated units representing limited partner interests ( 2 ) ( 2 ) ( 2 ) Common units representi ng limited partner interests 13,750,000 13,750,000 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oasis Petroleum Inc.
1001 FANNIN ST., SUITE 1500
HOUSTON, TX77002
X
Oasis Petroleum LLC
1001 FANNIN STREET, SUITE 1500
HOUSTON, TX77002
X
OMS Holdings LLC
1001 FANNIN STREET, SUITE 1500
HOUSTON, TX77002
X
Signatures
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of Oasis Petroleum Inc. 11/28/2018
Signature of Reporting Person Date
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of Oasis Petroleum LLC 11/28/2018
Signature of Reporting Person Date
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of OMS Holdings LLC 11/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Contribution Agreement, by and among Oasis Midstream Partners, LP (the "Issuer"), OMS Holdings LLC ("OMS Holdings"), Oasis Midstream Services LLC, OMP GP LLC, OMP Operating LLC and, for certain limited purposes set forth therein, Oasis Petroleum Inc. ("OAS"), dated November 7, 2018, OAS caused OMS to contribute certain assets to OMP Operating, as the Issuer's designee, in exchange for the distribution to OMS Holdings of consideration including 3,950,000 common units representing limited partner interests ("common units").
( 2 )The subordinated units representing limited partner interests in the Issuer ("subordinated units") have no expiration date and will convert into common units on a one-for-one basis at the end of the "subordination period" described in the Issuer's Prospectus (File No. 333-217976) filed with the Securities and Exchange Commission on September 22, 2017.
( 3 )This Form 4 is being filed jointly by OMS Holdings, Oasis Petroleum LLC ("Oasis Petroleum") and OAS. As of November 27, 2018, OMS Holdings directly owns 9,075,000 common units and 13,750,000 subordinated units, Oasis Petroleum directly owns 100% of the outstanding membership interests in OMS Holdings and OAS directly owns 100% of the outstanding membership interests in Oasis Petroleum. Accordingly, OAS and Oasis Petroleum may be deemed to be an indirect beneficial owner of the securities of the Issuer held by OMS Holdings.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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