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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Inergy GP, LLC 700 LOUISIANA STREET SUITE 2060 HOUSTON, TX 77002 |
See Remarks | |||
INERGY L P 700 LOUISIANA STREET SUITE 2060 HOUSTON, TX 77002 |
X | |||
INERGY HOLDINGS, L.P. 700 LOUISIANA STREET SUITE 2060 HOUSTON, TX 77002 |
Parent |
/s/ Michael K. Post, Vice President for Crestwood Equity GP LLC (f/k/a Inergy GP, LLC), the general partner of Crestwood Equity Partners LP (f/k/a Inergy, L.P.) | 10/07/2013 | |
**Signature of Reporting Person | Date | |
/s/ Michael K. Post, Vice President for Crestwood Equity GP LLC (f/k/a Inergy GP, LLC) | 10/07/2013 | |
**Signature of Reporting Person | Date | |
/s/ Joel C. Lambert, Vice President for Crestwood Holdings LLC, the general partner of Inergy Holdings, L.P. | 10/07/2013 | |
**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) | On October 4, 2013, the unitholders of Crestwood Midstream Partners LP ("CMLP") approved the Agreement and Plan of Merger (the "Merger Agreement") entered into on May 5, 2013 among CMLP, Crestwood Gas Services GP, LLC ("CMLP GP"), Inergy, L.P. ("NRGY"), Inergy Midstream, L.P. (the "Issuer"), NRGM GP, LLC and Intrepid Merger Sub, LLC ("Merger Sub"), pursuant to which Merger Sub merged with and into CMLP (the "Merger"). (Continued in footnote 2) |
(2) | Pursuant to the terms and conditions of the Merger Agreement, on October 7, 2013, at the effective time of the Merger, each common unit and Class D unit of CMLP that was held by Crestwood Holdings LLC ("Crestwood Holdings"), Crestwood Gas Services Holdings LLC ("Gas Services Holdings") and CMLP GP, was converted into the right to receive 1.07 new common units representing limited partner interests (the "Common Units") of the Issuer (the "Unit Consideration") and holders of Common Units of CMLP, other than Crestwood Holdings, Gas Services Holdings and CMLP GP, received, in addition to the Unit Consideration, the right to receive $1.03 in cash per Common Unit of CMLP. |
(3) | These securities are held by CMLP GP, which is owned by NRGY. Inergy Holding, L.P. is the sole member of Inergy GP, LLC ("NRGY GP'), which is the general partner of NRGY. |
(4) | On October 7, 2013, immediately following the consummation of the Merger, Gas Services Holdings contributed to NRGY 7,137,841 Common Units that Gas Services Holdings received in the Merger in exchange for 14,318,396 common units of NRGY (the "Follow-On Contribution") pursuant to its previous election under the Follow-On Contribution Agreement, dated as of May 5, 2013, between Crestwood Holdings, Gas Services Holdings, NRGY and NRGY GP. |
(5) | These securities are held by NRGY. |
(6) | These securities may also be deemed to be beneficially owned by Crestwood Holdings and certain of its affiliates, which have filed a separate Form 4 reporting securities of the Issuer that they may be deemed to beneficially own. |
Remarks: GP of Crestwood Equity Partners LP (f/k/a Inergy, L.P.) 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 or for any other purpose. |