Statement of Changes in Beneficial Ownership (4)
April 01 2021 - 3:08PM
Edgar (US Regulatory)
FORM 4
[X]
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
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3235-0287
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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
*
First Reserve GP XI, Inc. |
2. Issuer Name and Ticker or Trading Symbol
Crestwood Equity Partners LP
[
CEQP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
290 HARBOR DRIVE, FIFTH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2021 |
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(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Units | 3/30/2021 | | S | | 6000000 | D | $22.00 | 3985462 | I | See footnotes (1)(3)(4) |
| Common Units | 3/30/2021 | | S | | 3985462 | D | (5)(6) | 0 | I | See footnotes (3)(4)(5)(6) |
| Common Units | 3/30/2021 | | S | | 7484449 | D | (5)(6) | 0 | I | See footnotes (2)(3)(4)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Reflects Common Units held directly by Crestwood Gas Services Holdings LLC ("Gas Services Holdings"). |
| (2) | Reflects Common Units held directly by Crestwood Holdings LLC ("Crestwood Holdings"). |
| (3) | Prior to the closing of the transaction described in Footnote (5) below, Gas Services Holdings' sole member was Crestwood Holdings, whose sole member is FR Crestwood Management Co-Investment LLC, whose controlling member is Crestwood Holdings Partners, LLC, whose controlling member is FR XI CMP Holdings LLC, whose sole member is FR Midstream Holdings LLC, whose manager is First Reserve GP XI, L.P., whose general partner is First Reserve GP XI, Inc. ("FR GP Inc."). |
| (4) | Does not include 438,789 Subordinated Units. The Subordinated Units may be converted into Common Units on a one-for-one basis upon the termination of the subordination period as set forth in the Issuer Partnership Agreement. |
| (5) | In a transaction that closed on March 30, 2021, (i) all of the outstanding limited liability company interests of Crestwood Marcellus Holdings LLC, a wholly owned subsidiary of Crestwood Holdings, (ii) all of the outstanding limited liability company interests of Gas Services Holdings, which owns (x) 1% of the outstanding limited partner interests in Crestwood Holdings LP ("CHLP"), (y) 3,985,462 Common Units of the Issuer after the sale reported above, and (z) 438,789 Subordinated Units of the Issuer, and (iii) 7,484,449 Common Units directly held by Crestwood Holdings, were sold by Crestwood Holdings to the Issuer, and (b) on or before the 180th day after March 30, 2021, 99% of the outstanding limited partner interests and all of the outstanding general partner interests of CHLP, which owns all of the outstanding limited liability company interests in the Issuer's general partner, will be transferred from Crestwood Holdings to the Issuer. |
| (6) | The purchase price for the transaction described in Footnote (5) above is an amount equal to $268,000,000. After the closing of the transaction described in Footnote (5) above, Gas Services Holdings directly holds 3,985,462 Common Units and 438,789 Subordinated Units of the Issuer. However, the Reporting Persons no longer have any pecuniary interest in the securities held by Gas Services Holdings. |
Remarks:
The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
First Reserve GP XI, Inc.
290 HARBOR DRIVE, FIFTH FLOOR
STAMFORD, CT 06902 | X | X |
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First Reserve GP XI, L.P.
290 HARBOR DRIVE, FIFTH FLOOR
STAMFORD, CT 06902 | X | X |
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FR Midstream Holdings LLC
290 HARBOR DRIVE, FIFTH FLOOR
STAMFORD, CT 06902 | X | X |
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FR XI CMP Holdings LLC
290 HARBOR DRIVE, FIFTH FLOOR
STAMFORD, CT 06902 | X | X |
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Crestwood Holdings Partners, LLC
811 MAIN STREET, SUITE 3400
HOUSTON, TX 77002 | X | X |
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FR Crestwood Management Co-Investment LLC
811 MAIN STREET, SUITE 3400
HOUSTON, TX 77002 | X | X |
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Crestwood Holdings LLC
811 MAIN STREET, SUITE 3400
HOUSTON, TX 77002 | X | X |
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Signatures
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| FIRST RESERVE GP XI, INC., By: /s/ Gary D. Reaves, Name: Gary D. Reaves, Title: Managing Director | | 4/1/2021 |
| **Signature of Reporting Person | Date |
| FIRST RESERVE GP XI, L.P., By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves, Name: Gary D. Reaves, Title: Managing Director | | 4/1/2021 |
| **Signature of Reporting Person | Date |
| FR MIDSTREAM HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves,Name: Gary D. Reaves, Title: Managing Director | | 4/1/2021 |
| **Signature of Reporting Person | Date |
| FR XI CMP HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves,Name: Gary D. Reaves, Title: Managing Director | | 4/1/2021 |
| **Signature of Reporting Person | Date |
| CRESTWOOD HOLDINGS PARTNERS, LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer | | 4/1/2021 |
| **Signature of Reporting Person | Date |
| FR CRESTWOOD MANAGEMENT CO-INVESTMENT LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer | | 4/1/2021 |
| **Signature of Reporting Person | Date |
| CRESTWOOD HOLDINGS LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer | | 4/1/2021 |
| **Signature of Reporting Person | Date |
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