UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

SemGroup Energy Partners, L.P.

(Name of Issuer)

Common Units, representing limited partner interests

(Title of Class of Securities)

81662W108

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

CUSIP No. 81662W108

 

 

1.

Names of Reporting Persons
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
843,681

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
843,681

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
843,681

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.9% (1)

 

 

12.

Type of Reporting Person (See Instructions)
HC/CO

(1) Based on 14,375,000 common units outstanding at November 19, 2007 as reported on the Form 10-Q for the period ended September 30, 2007.

 

 

2


 

 

CUSIP No. 81662W108

 

 

1.

Names of Reporting Persons
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
514,552

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
514,552

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
514,552

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.6% (1)

 

 

12.

Type of Reporting Person (See Instructions)
BD/CO

(1) Based on 14,375,000 common units outstanding at November 19, 2007 as reported on the Form 10-Q for the period ended September 30, 2007.

 

 

3


 

 

CUSIP No. 81662W108

 

 

1.

Names of Reporting Persons
LB I Group Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2741778

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
100,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
100,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
100,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.7% (1)

 

 

12.

Type of Reporting Person (See Instructions)
CO

(1) Based on 14,375,000 common units outstanding at November 19, 2007 as reported on the Form 10-Q for the period ended September 30, 2007.

 

 

4


 

 

CUSIP No. 81662W108

 

 

1.

Names of Reporting Persons
Lehman Brothers MLP Opportunity Associates LLC
S.S. or I.R.S. Identification No. of Above Person
20-8727524

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
329,129

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
329,129

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
329,129

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.3% (1)

 

 

12.

Type of Reporting Person (See Instructions)
OO

(1) Based on 14,375,000 common units outstanding at November 19, 2007 as reported on the Form 10-Q for the period ended September 30, 2007.

 

 

5


 

 

CUSIP No. 81662W108

 

 

1.

Names of Reporting Persons
Lehman Brothers MLP Opportunity Associates LP
S.S. or I.R.S. Identification No. of Above Person
20-8727697

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
329,129

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
329,129

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
329,129

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.3% (1)

 

 

12.

Type of Reporting Person (See Instructions)
PN

(1) Based on 14,375,000 common units outstanding at November 19, 2007 as reported on the Form 10-Q for the period ended September 30, 2007.

 

 

6


 

 

CUSIP No. 81662W108

 

 

1.

Names of Reporting Persons
Lehman Brothers MLP Opportunity Fund LP
S.S. or I.R.S. Identification No. of Above Person
20-8727922

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
329,129

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
329,129

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
329,129

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.3% (1)

 

 

12.

Type of Reporting Person (See Instructions)
PN

(1) Based on 14,375,000 common units outstanding at November 19, 2007 as reported on the Form 10-Q for the period ended September 30, 2007.

 

 

7


 

 

CUSIP No. 81662W108

 

 

1.

Names of Reporting Persons
Lehman Brothers MLP Associates, L.P.
S.S. or I.R.S. Identification No. of Above Person
20-4916814

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
100,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
100,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
100,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.7%(1)

 

 

12.

Type of Reporting Person (See Instructions)
PN

(1) Based on 14,375,000 common units outstanding at November 19, 2007 as reported on the Form 10-Q for the period ended September 30, 2007.

 

 

8


 

 

CUSIP No. 81662W108

 

 

1.

Names of Reporting Persons
Lehman Brothers MLP Partners, LP
S.S. or I.R.S. Identification No. of Above Person
20-4916839

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
100,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
100,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
100,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.7% (1)

 

 

12.

Type of Reporting Person (See Instructions)
PN

(1) Based on 14,375,000 common units outstanding at November 19, 2007 as reported on the Form 10-Q for the period ended September 30, 2007.

 

 

9


 

 

Item 1.

 

(a)

Name of Issuer
SemGroup Energy Partners, L.P.

 

(b)

Address of Issuer’s Principal Executive Offices
Two Warren Place
6120 South Yale Avenue, Suite 500
Tulsa, Oklahoma 74136

 

Item 2.

 

(a)

Name of Person Filing
Lehman Brothers Holdings Inc.

Lehman Brothers Inc.

LB I Group Inc.

Lehman Brothers MLP Opportunity Associates LLC

Lehman Brothers MLP Opportunity Associates LP

Lehman Brothers MLP Opportunity Fund LP

Lehman Brothers MLP Associates, LP

Lehman Brothers MLP Partners, LP

 

(b)

Address of Principal Business Office or, if none, Residence
Lehman Brothers Holdings Inc.

745 Seventh Avenue

New York, New York 10019

 

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

 

LB I Group Inc.

399 Park Avenue

New York, New York 10022

 

Lehman Brothers MLP Opportunity Associates LLC

399 Park Avenue

New York, New York 10022

 

Lehman Brothers MLP Opportunity Associates LP

399 Park Avenue

New York, New York 10022

 

Lehman Brothers MLP Opportunity Fund LP

399 Park Avenue

New York, New York 10022

 

Lehman Brothers MLP Associates, L.P.

399 Park Avenue

New York, New York 10022

 

Lehman Brothers MLP Partners, LP

399 Park Avenue

New York, New York 10022

 

 

10


 

 

 

(c)

Citizenship
Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.

 

Lehman Brothers Inc. (“LBI”) is a corporation organized under the laws of the State of Delaware.

 

LB I Group Inc. (“LB I Group”) is a corporation organized under the laws of the State of Delaware.

 

Lehman Brothers MLP Opportunity Associates LLC (“MLP Opport. Assoc LLC”) is a limited liability company formed under the laws of the State of Delaware.

 

Lehman Brothers MLP Opportunity Associates LP (“MLP Opport. Assoc LP”) is a limited partnership formed under the laws of the State of Delaware.

 

Lehman Brothers MLP Opportunity Fund LP (“MLP Opport. Fund”) is a limited partnership formed under the laws of the State of Delaware.

 

Lehman Brothers MLP Associates, L.P. (“MLP Assoc LP”) is a limited partnership formed under the laws of the State of Delaware.

 

Lehman Brothers MLP Partners, LP (“MLP Partners”) is a limited partnership formed under the laws of the State of Delaware.

 

(d)

Title of Class of Securities
Common Units

 

(e)

CUSIP Number
81662W108

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

11


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See Item 9 of cover pages.

 

(b)

Percent of class:   

See Item 11 of cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Items 5-8 of cover pages.

 

 

(ii)

Shared power to vote or to direct the vote    

See Items 5-8 of cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of    

See Items 5-8 of cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Items 5-8 of cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

LBI is the actual owner of 414,552 Common Units reported herein.  LBI, a broker-dealer registered under Section 15 of the 1934 Act, is a wholly-owned subsidiary of Holdings.

 

Under the rules and regulations of the Securities and Exchange Commission, Holdings may be deemed to be the beneficial owner of the Common Units owned by LBI.

 

MLP Opport. Fund is the actual owner of 329,129 Common Units reported herein.  MLP Opport. Assoc LP is the general partner of MLP Opport. Fund. MLP Opport. Assoc LLC is the general partner of MLP Opport. Assoc LP and is wholly-owned by Holdings.

 

Under the rules and regulations of the Securities and Exchange Commission, MLP Opport. Assoc LP, MLP Opport. Assoc LLC and Holdings may be deemed to be the beneficial owners of the Common Units owned by MLP Opport. Fund.

 

MLP Partners is the actual owner of 100,000 Common Units reported herein.  MLP Assoc LP is the general partner of MLP Partners.  LB I Group is the general partner of MLP Assoc LP and is wholly-owned by LBI which is wholly-owned by Holdings.

 

Under the rules and regulations of the Securities and Exchange Commission, MLP Assoc LP, LB I Group, LBI and Holdings may be deemed to be the beneficial owners of the Common Units owned by MLP Partners.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

 

 

12


 

Item 10.

Certification

 

o            By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

x          By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 13, 2008

 

LEHMAN BROTHERS HOLDINGS INC.

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Vice President

 

 

LEHMAN BROTHERS INC.

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Vice President

 

 

13


 

LB I GROUP INC.

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP

 

OPPORTUNITY ASSOCIATES LLC

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP

 

OPPORTUNITY ASSOCIATES LP

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP

 

OPPORTUNITY FUND LP

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP

 

ASSOCIATES LP

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP PARTNERS

 

LP

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

14


 

EXHIBIT A - JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

 

Dated:  February 13, 2008

 

LEHMAN BROTHERS HOLDINGS INC.

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Vice President

 

 

LEHMAN BROTHERS INC.

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Vice President

 

 

LB I GROUP INC.

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP

 

OPPORTUNITY ASSOCIATES LLC

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP

 

OPPORTUNITY ASSOCIATES LP

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

 

15


 

LEHMAN BROTHERS MLP

 

OPPORTUNITY FUND LP

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP

 

ASSOCIATES LP

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

LEHMAN BROTHERS MLP PARTNERS

 

LP

 

 

 

By:

/s/ Barrett S. DiPaolo

 

 

Name:

Barrett S. DiPaolo

 

 

Title:

Authorized Signatory

 

 

 

16