Statement of Changes in Beneficial Ownership (4)
February 02 2022 - 4:17PM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Stonepeak Catarina Holdings LLC |
2. Issuer Name and Ticker or Trading Symbol
Evolve Transition Infrastructure LP
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SNMP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
55 HUDSON YARDS, 550 W. 34TH STREET, 48TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2022 |
(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units | 1/31/2022 | | A | | 24502356 | A | (1) | 83224292 | D (3)(4) | |
Common Units | | | | | | | | 4509792 | I (2)(4)(5) | See Footnotes (2)(4)(5) |
Common Units | | | | | | | | 9000000 | I (3)(4)(5) | See Footnotes (3)(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | On January 31, 2022, the Reporting Persons provided notice of its election to receive the fourth quarter 2021 quarterly distribution on the Class C Preferred Units in the form of Common Units, pursuant to which Stonepeak Catarina Holdings LLC ("Stonepeak Catarina") will acquire 24,502,356 Common Units on February 22, 2022. |
(2) | These Common Units are owned directly by SP Common Equity Subsidiary LLC ("SPCE Sub"). Stonepeak Catarina is the sole member of SPCE Sub. |
(3) | On November 9, 2021, Stonepeak Catarina transferred 9,000,000 Common Units to SP Preferred Equity Subsidiary LLC ("SPPE Sub") at no cost in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13. Stonepeak Catarina is the sole member of SPPE Sub. |
(4) | Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Mr. Dorrell serves as the sole controlling managing member of Stonepeak GP Investors Manager LLC. |
(5) | Each Reporting Person disclaims beneficial ownership of the Common Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Common Units for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Remarks: Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be a director-by-deputization by virtue of Stonepeak Catarina's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina, are members of the Board. In addition, Michael Bricker and John Steen also serve as members of the Board. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stonepeak Catarina Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak Catarina Upper Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak Infrastructure Fund (Orion AIV) LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak Associates LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak GP Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak GP Investors LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak GP Investors Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak Texas Midstream Holdco LLC 550 WEST 34TH STREET 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Signatures
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/s/ Michael Dorrell | | 2/2/2022 |
**Signature of Reporting Person | Date |
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