| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/07/2020 |
3. Issuer Name and Ticker or Trading Symbol
Sanchez Midstream Partners LP [ SNMP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 09/17/2020 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Units | 4,650,439(1) | D(2)(3) | |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the terms and provisions of that certain Contribution and Exchange Agreement, by and among SP Common Equity LLC ("SPCE"), SP Capital Holdings, LLC ("SP Capital") and Stonepeak Catarina Holdings, LLC ("Stonepeak Catarina"), dated as of September 7, 2020 (the "Agreement"), Antonio R. Sanchez, Jr. and certain affiliates of Antonio R. Sanchez, Jr. (collectively, the "Sanchez Holders") irrevocably committed to contribute an aggregate of 4,650,439 Common Units to SP Common Equity Subsidiary LLC ("SPCE Sub") as partial consideration for units representing membership interests in SPCE. This amount includes 140,647 Common Units that are subject to vesting. |
| 2. SPCE Sub is a wholly owned subsidiary of SPCE. However, pursuant to the terms of the Agreement, upon completion of the contribution of Common Units by the Sanchez Holders to SPCE Sub, Stonepeak Catarina will become the sole member of SPCE Sub, and each of SP Capital and SPCE will have the right to certain cash receipts from the Class C Preferred Units and Common Units beneficially owned by Stonepeak Catarina (including Common Units irrevocably contributed to SPCE Sub). Stonepeak Catarina and its direct and indirect control persons separately filed a Form 4 on September 9, 2020, to report their acquisition of indirect beneficial ownership of the Common Units irrevocably committed to SPCE Sub by the Sanchez Holders on September 7, 2020. |
| 3. Each of Antonio R. Sanchez, Jr., Antonio R. Sanchez, III, Patricio D. Sanchez and Eduardo A. Sanchez are managing members of SPCE and share voting and dispositive power over the securities controlled by SPCE. SPCE is the sole member of SPCE Sub. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney, Exhibit 24.2 - Power of Attorney and Exhibit 24.3 - Power of Attorney. This amendment is being filed solely to attach as exhibits the Powers of Attorney for Antonio R. Sanchez, Jr., Patricio D. Sanchez and Eduardo A. Sanchez, respectively. |
| /s/ Antonio R. Sanchez, III, Attorney in fact of each natural person Reporting Owner, Managing Member of each non-natural person Reporting Owner | 09/17/2020 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Antonio R. Sanchez, III as the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person of Sanchez Midstream Partners LP (the “Partnership”), Schedule 13D, Forms 3, 4 and 5 (and any amendments thereto), in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D, Form 3, 4 or 5 (and any amendments thereto) and the timely filing of such schedule or form, as the case may be, with the United States Securities and Exchange Commission and any other authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Partnership’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned’s attorney-in-fact appointed by this Power of Attorney and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to the foregoing attorney-in-fact full power and authority to do and perform any and all acts and things whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Sections 13(d) and 16 of the Exchange Act. This Power of Attorney can only be revoked by delivering a signed revocation in writing to the attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of September, 2020.
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/s/ Antonio R. Sanchez, Jr. |
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Signature |
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Antonio R. Sanchez, Jr. |
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Print Name |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Antonio R. Sanchez, III as the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person of Sanchez Midstream Partners LP (the “Partnership”), Schedule 13D, Forms 3, 4 and 5 (and any amendments thereto), in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D, Form 3, 4 or 5 (and any amendments thereto) and the timely filing of such schedule or form, as the case may be, with the United States Securities and Exchange Commission and any other authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Partnership’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned’s attorney-in-fact appointed by this Power of Attorney and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to the foregoing attorney-in-fact full power and authority to do and perform any and all acts and things whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Sections 13(d) and 16 of the Exchange Act. This Power of Attorney can only be revoked by delivering a signed revocation in writing to the attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of September, 2020.
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/s/ Patricio D. Sanchez |
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Signature |
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Patricio D. Sanchez |
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Print Name |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Antonio R. Sanchez, III as the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person of Sanchez Midstream Partners LP (the “Partnership”), Schedule 13D, Forms 3, 4 and 5 (and any amendments thereto), in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D, Form 3, 4 or 5 (and any amendments thereto) and the timely filing of such schedule or form, as the case may be, with the United States Securities and Exchange Commission and any other authority;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Partnership’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned’s attorney-in-fact appointed by this Power of Attorney and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to the foregoing attorney-in-fact full power and authority to do and perform any and all acts and things whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Sections 13(d) and 16 of the Exchange Act. This Power of Attorney can only be revoked by delivering a signed revocation in writing to the attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of September, 2020.
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/s/ Eduardo A. Sanchez |
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Signature |
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Eduardo A. Sanchez |
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Print Name |