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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 | ||||||||
| Cash Settled Equity Swaps | $ 0 | 06/03/2016 | 06/03/2016 | S/K | 1,061 | 12/31/2016 | 12/31/2016 | Sanchez Production Partners | 1,061 | $ 10.32 | 167,939 | I | See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5) | ||
| Cash Settled Equity Swaps | $ 0 | 06/09/2016 | 06/09/2016 | S/K | 1,400 | 12/31/2016 | 12/31/2016 | Sanchez Production Partners | 1,400 | $ 10.24 | 166,539 | I | See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5) | ||
| Cash Settled Equity Swaps | $ 0 | 06/23/2016 | 06/23/2016 | S/K | 700 | 12/31/2016 | 12/31/2016 | Sanchez Production Partners | 700 | $ 10.04 | 165,839 | I | See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5) | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HITE Hedge Asset Management LLC ONE GATEWAY CENTER, 300 WASHINGTON ST. SUITE 308 NEWTON, MA 02458 |
Manager | |||
| HITE Hedge LP ONE GATEWAY CENTER, 300 WASHINGTON ST. SUITE 308 NEWTON, MA 02458 |
X | |||
| HITE Hedge QP LP ONE GATEWAY CENTER, 300 WASHINGTON ST. SUITE 308 NEWTON, MA 02458 |
X | |||
| HITE MLP LP ONE GATEWAY CENTER,300 WASHINGTON STREET SUITE 308 NEWTON, MA 02458 |
X | |||
| HITE MLP Advantage LP ONE GATEWAY CENTER, SUITE 308 300 WASHINGTON STREET NEWTON, MA 02458 |
X | |||
| Jampel James M ONE GATEWAY CENTER,300 WASHINGTON STREET SUITE 308 NEWTON, MA 02458 |
Manager | |||
| HITE Hedge Asset Management LLC By: /s/ James M. Jampel, Managing Member | 06/23/2016 | |
| **Signature of Reporting Person | Date | |
| HITE Hedge LP, By: HITE Hedge Capital LP, its General Partner. By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager | 06/23/2016 | |
| **Signature of Reporting Person | Date | |
| HITE MLP LP, By: HITE Hedge Capital LP, its General Partner. By: HITE Hedge Capital LLC, its General Partner, By: /s/James M. Jampel, Manager | 06/23/2016 | |
| **Signature of Reporting Person | Date | |
| HITE Hedge QP LP, By: HITE Hedge Capital LP, its General Partner. By: Hite Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager | 06/23/2016 | |
| **Signature of Reporting Person | Date | |
| HITE MLP Advantage LP, By: HITE Hedge Capital LP, its General Partner. By: Hite Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager | 06/23/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ James M. Jampel | 06/23/2016 | |
| **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) | The securities disclosed in this Form 4 may be deemed indirectly beneficially owned by HITE Hedge Asset Management LLC. The securities are directly held by HITE Hedge LP,HITE MLP LP,HITE Hedge QP LP, and HITE MLP Advantage LP (collectively, the "HITE Funds"), for which HITE Hedge Asset Management LLC is the investment adviser. Mr. Jampel serves as Managing Member of HITE Hedge Asset Management LLC. |
| (2) | (Continued from footnote 1) Each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed to be the indirect beneficial owners of such Common Units held by the HITE Funds by virtue of their direct and indirect control of the HITE Funds. |
| (3) | (continued from footnote 2) The reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(g) group with HITE Hedge Asset Management LLC as disclosed in a Schedule 13G filed on behalf of the Reporting Persons on April 22, 2016. As of April 22, 2016, the members of this Section 13(g) group collectively owned more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein. |
| (4) | The number of Common Units reported herein does not include an additional aggregate 204,074 common units HITE believes the Reporting Persons are entitled to receive pursuant to the terms of the Issuer's Amended and Restated Agreement of LImited Partnership, dated as of August 3, 2015. The Reporting Persons are in discussions with the Issuer about their entitlement to these Common Units. |
| (5) | In addition to the Common Units reported herein,two other funds (HITE Hedge Offshore, Ltd., HITE MLP Caymans, Ltd.) for which HITE serves as investment adviser have exposure to 169,000 units (165,839 after the sales) through cash-settled equity swaps (the "Equity Swaps") under which its profit will be based upon any increase in value in the common units and its loss will be based upon any decrease in the value of the common units over the term of the transactions. The Equity Swaps may only be settled in cash and do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any common units and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any common units that may be referenced in the swap contracts or other securities or financial instruments that may be held from time to time by any counterparty to the contracts. |