Stonepeak Associates LLC's Form 4 filing
Evolve Transition Infrastructure LP (SNMP) · filed Jan 10, 2024
- Accession no.
- 0000905148-24-000141
- Filed
- Jan 10, 2024, 7:19 PM ET
- Trade date
- Jan 8, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction. Open-market purchases total $2.13M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Stonepeak Associates LLCCIK 0001656527 | 10% Owner, Other: See Remarks |
| Stonepeak Infrastructure Fund (Orion AIV) LPCIK 0001656528 | 10% Owner, Other: See Remarks |
| Stonepeak Catarina Upper Holdings LLCCIK 0001656529 | 10% Owner, Other: See Remarks |
| Stonepeak Catarina Holdings LLCCIK 0001656530 | 10% Owner, Other: See Remarks |
| Stonepeak Texas Midstream Holdco LLCCIK 0001833393 | 10% Owner, Other: See Remarks |
| Evolve Transition Infrastructure GP LLCCIK 0002002517 | 10% Owner |
| SP Holdings, LLCCIK 0002002931 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 8, 2024 | Common Units | PPurchaseAcquired | +1,536,220 | $1.39F1 | +$2,134,270.45 | 1,536,220 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On January 8, 2024, Evolve Transition Infrastructure GP LLC (the "General Partner") elected to exercise the limited call right (the "Limited Call Right") pursuant to its right as the holder (together with its controlled affiliates, including SP Common Equity Subsidiary LLC ("SPCE Sub") and SP Preferred Equity Subsidiary LLC ("SPPE Sub")) of more than 80% of the outstanding Common Units and Section 15.1 of the Third Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of August 2, 2019 (the "Partnership Agreement") to purchase all outstanding Common Units (other than Common Units held by the General Partner or its controlled affiliates), at a price of $1.389285 per Common Unit, determined pursuant to the contractual formula set forth in Section 15.1(b) of the Partnership Agreement, effective February 16, 2024 (the "Purchase Date").
Referenced by the price of 1 transaction in Table I.
Remarks
Exhibit 99.1: Signatures. Solely for purposes of Section 16 of the Exchange Act, each of Stonepeak Catarina, Stonepeak Texas Midstream Holdco LLC, Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Holdings LP, Stonepeak GP Investors Upper Holdings LP, Stonepeak GP Investors Holdings Manager LLC and Mr. Dorrell may be deemed to be a director-by-deputization by virtue of Stonepeak Catarina's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). David Kinder and Michael Heim serve as Stonepeak Catarina's designated directors on the Board. In addition, Michael Bricker and John Steen also serve as members of the Board.