Edgar Filing: Revers Daniel R

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ARCLIGHT ENERGY PARTNERS FUND V, L.P.

2. Issuer Name and Ticker or Trading Symbol
American Midstream Partners, LP [AMID]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
SEE REMARKS

(Last)

(First)

(Middle)

C/O ARCLIGHT CAPITAL PARTNERS, LLC, 200 CLARENDON STREET, 55TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2017

(Street)

BOSTON, MA 02117

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Convertible Preferred Units

⁽¹⁾

08/14/2017

J⁽¹⁾

95,701

⁽¹⁾

Common Units (limited partner interests)

106,745

$ 15.69

7,376,568 ⁽²⁾

(1)

Series A-2 Convertible Preferred Units

⁽³⁾

08/14/2017

J⁽³⁾

41,001

⁽³⁾

Common Units (limited partner interests)

45,733

$ 15.69

3,160,347 ⁽⁴⁾

(3)

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ARCLIGHT ENERGY PARTNERS FUND V, L.P. C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117	X	X		SEE REMARKS
Magnolia Infrastructure Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117	X	X
Magnolia Infrastructure Partners, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117	X	X
High Point Infrastructure Partners, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117	X	X		See Remarks
American Midstream GP, LLC 2103 CITYWEST BLVD. BLDG. 4, SUITE 800 HOUSTON, TX 77042	X	X
ArcLight Capital Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117	X	X
ArcLight Capital Partners, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117	X	X
Revers Daniel R C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117	X	X

Signatures

MAGNOLIA INFRASTRUCTURE PARTNERS, LLC By: Daniel R. Revers, President /s/ Daniel R. Revers		08/14/2017
^**Signature of Reporting Person		Date
MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC By: Daniel R. Revers, President /s/ Daniel R. Revers, President		08/14/2017
^**Signature of Reporting Person		Date
HIGH POINT INFRASTRUCTURE PARTNERS, LLC By: Daniel R. Revers, President /s/ Daniel R. Revers		08/14/2017
^**Signature of Reporting Person		Date
AMERICAN MIDSTREAM GP, LLC Eric T. Kalamaras, Senior Vice President and Chief Financial Officer		08/14/2017
^**Signature of Reporting Person		Date
ARCLIGHT CAPITAL HOLDINGS, LLC By: ACHP II, L.P., its Managing Member By: ACH GP, LLC, its General Partner By: Daniel Revers, Managing Partner /s/ Daniel R. Revers		08/14/2017
^**Signature of Reporting Person		Date
ARCLIGHT CAPITAL PARTNERS, LLC By: Daniel R. Revers, Managing Partners /s/ Daniel R. Revers		08/14/2017
^**Signature of Reporting Person		Date
ARCLIGHT ENERGY PARTNERS FUND V, L.P. By: ArcLight PEF GFP V, LLC, its General Partner By: ArcLight Capital Holdings LLC, its Manager By: Daniel R. Revers, Managing Partner /s/ Daniel R. Revers		08/14/2017
^**Signature of Reporting Person		Date
/s/ Daniel R. Revers		08/14/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Represents Series A-1 Convertible Preferred Units (the "Series A-1 Units") held directly by High Point Infrastructure Partners, LLC ("HPIP") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-1 Units owned on the distribution record date. The Series A-1 Units have no expiration date and are convertible in whole or in part into common units of American Midstream Partners, LP (the "Issuer") ("Common Units") at a conversion ratio of 1:1.1154 at any time.
(2)	Represents the aggregate number of Series A-1 Units held after the acquisition of Series A-1 Units reported in Column 5 of this line item.
(3)	Represents Series A-2 Convertible Preferred Units (the "Series A-2 Units") held by Magnolia Infrastructure Partners, LLC ("Magnolia") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-2 Units owned on the distribution record date. The Series A-2 Units have no expiration date and are convertible into Common Units at a conversion ratio of 1:1.1154 at any time.
(4)	Represents the aggregate number of Series A-2 Units held after the acquisition of Series A-2 Units reported in Column 5 of this line item.
Remarks: ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Parnters, LLC ("ArcLight Partners" and, together with ArcLight Holdings and ArcLight Energy Partners Fund V, L.P. ("Fund V"), the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings, and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V directly owns Busbar II, LLC ("Busbar") and Magnolia Holdings, which owns Magnolia. Fund V, through Magnolia, also owns approximately 90% of the ownership interest in HPIP. HPIP and AMID GP Holdings, LLC, a wholly owned subsidiary of Magnolia Holdings, own respectively, approximately 77% and approximately 23% of American Midstream GP, LLC (the "General Partner"), the general partner of the Issuer. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia Holdings, Busbar, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

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