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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Units | (3) | 07/19/2016 | M | 17,500 | 07/18/2016 | (5) | Common Units | 17,500 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bertolatus Roy E. 12377 MERIT DRIVE SUITE 300 DALLAS, TX 75251 |
General Counsel |
/s/ Stacy Murray, as Attorney in Fact for Roy Bertolatus | 07/20/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Date request was made by Issuer to Issuer's transfer agent to issue common units to those grantees whose phantom units vested on July 18, 2016, pursuant to the Marlin Midstream Partners, LP 2013 Long-Term Incentive Plan. |
(2) | Represents the conversion upon vesting of phantom units into common units. On January 27, 2016, the Reporting Person was granted 17,500 phantom units of which 17,500 phantom units vested on July 18, 2016. Such phantom units were previously reported in Table II on a Form 4/A filed with the Securities and Exchange Commission on February 5, 2016. The common units into which such phantom units converted is reported in Table I on this Form 4. |
(3) | Each phantom unit is the economic equivalent of one common unit (limited partner interest) and will entitle the grantee to receive one common unit or an amount of cash equal to the fair market value of a common unit upon the vesting of the phantom unit. |
(4) | The Reporting Person is reporting the withholdding by Azure Midstream Partners, LP of 4,629 common units to satisfy the Reporting Person's tax withholding obligations in connection with the delivery of the phantom units noted in footnote 2 above to the Reporting Person. |
(5) | Phantom units do not expire. |
Remarks: The Reporting Person is the General Counsel of Azure Midstream Partners GP, LLC (the "General Partner"). The Issuer is managed by the directors and executives of the General Partner. |