Statement of Changes in Beneficial Ownership (4)
April 06 2021 - 5:40PM
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
*
Crestwood Gas Services Holdings LLC |
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)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
700 LOUISIANA STREET, SUITE 2250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2021 |
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(Street)
HOUSTON, TX 77002
(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)
_X
_ Form filed by One Reporting Person
___ 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 (1) | D | |
| Common Units | 3/30/2021 | | J(2)(3) | | 3985462 (1) | D | (4) | 0 | D | |
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) | Does not include 438,789 Subordinated Units directly held by Crestwood Gas Services Holdings LLC, which constituted all of the outstanding Subordinated Units as of March 30, 2021, and which may have been 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. |
| (2) | In a transaction that closed on March 30, 2021, (i) all of the outstanding limited liability company interests of Crestwood Marcellus Holdings LLC, which was a wholly owned subsidiary of Crestwood Holdings LLC, (ii) all of the outstanding limited liability company interests of Crestwood Gas Services Holdings LLC, which owned (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 LLC, were sold by Crestwood Holdings LLC 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 LLC to the Issuer. |
| (3) | Following the closing described in Footnote (2) above, the Issuer cancelled and retired all 3,985,462 Common Units and 438,789 Subordinated Units then held by Crestwood Gas Services Holdings LLC. |
| (4) | The purchase price for the transaction described in Footnote (2) above was an amount equal to $268,000,000. No additional consideration was paid in connection with the cancellation and retirement of units described in Footnote (3) above. |
Remarks:
The Reporting Person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of its 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 |
Crestwood Gas Services Holdings LLC
700 LOUISIANA STREET, SUITE 2250
HOUSTON, TX 77002 |
| X |
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Signatures
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| CRESTWOOD GAS SERVICES HOLDINGS LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer | | 4/6/2021 |
| **Signature of Reporting Person | Date |
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