Statement of Changes in Beneficial Ownership (4)
September 30 2016 - 4:07PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Fitzgerald Robert N
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2. Issuer Name
and
Ticker or Trading Symbol
Rose Rock Midstream, L.P.
[
RRMS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP and CFO of GP
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(Last)
(First)
(Middle)
6120 SOUTH YALE AVE., SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2016
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(Street)
TULSA, OK 74136
(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)
_
X
_ Form filed by One Reporting Person
___ 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 representing limited partner interests
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9/30/2016
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D
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22414
(1)
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D
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$0.00
(1)
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0
(2)
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On September 30, 2016, pursuant to an Agreement and Plan of Merger entered into by Rose Rock Midstream, L.P. ("RRMS"), Rose Rock Midstream GP, LLC, SemGroup Corporation ("SemGroup"), and PBMS, LLC: (1) each outstanding common unit representing limited partner interests in RRMS (each a "Common Unit") held by the Reporting Person (but excluding any RRMS Common Units subject to outstanding restricted unit awards held by the Reporting Person) converted into 0.8136 (the "Exchange Ratio") shares of validly issued, fully paid and non-assessable SemGroup Class A common stock, par value $0.01 per share (the "Common Unit Exchange") and (2) each outstanding RRMS restricted unit award held by the Reporting Person converted into an award with respect to shares of SemGroup based on the Exchange Ratio, subject to the same vesting and forfeiture provisions as were applicable to such RRMS restricted unit award (the "Restricted Unit Exchange").
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(
2)
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Giving effect to the Common Unit Exchange and the Restricted Unit Exchange, the Reporting Person no longer owns, directly or indirectly, any RRMS Common Units.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Fitzgerald Robert N
6120 SOUTH YALE AVE.
SUITE 700
TULSA, OK 74136
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X
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SVP and CFO of GP
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Signatures
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Candice L. Cheeseman, Power of Attorney for Robert N. Fitzgerald
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9/30/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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Rose Rock Midstream, L.P. Common Units Representing Limited Partner Interests (NYSE:RRMS)
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