Form 4 Highstar Ngl Prism/iv-a Interco Llc

Statement of changes in beneficial ownership of securities


Filed: 2019-04-09 16:17:35
Dated: 2019-04-09
Period of Report: 2019-04-05
Company [CIK]Party Type
NGL Energy Partners LP [0001504461](Issuer)
NGL CIV A, LLC [0001677313](Reporting)
Highstar Capital GP IV Holdings [0001773188](Reporting)
Highstar NGL Main Interco LLC [0001773242](Reporting)
Highstar Capital NGL Co-Invest Manager LLC [0001773243](Reporting)
NGL Prism/IV-A Blocker LLC [0001773244](Reporting)
Highstar Capital GP IV, L.P. [0001773245](Reporting)
Highstar Capital GP IV, LLC [0001773246](Reporting)
Highstar NGL Prism/IV-A Interco LLC [0001773266](Reporting)
a4.html 4

SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Highstar NGL Prism/IV-A Interco LLC

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NGL Energy Partners LP [ NGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units 04/05/2019 X 1,458,371 A $0.00 1,458,371 I See footnotes(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
10.75% Class A Convertible Preferred Units (4) 04/05/2019 D(5) 7,468,874 (6)(7) (6)(7) Common Units 7,468,874 $9.918 17,670,501 I See footnotes(2)(3)(8)
Warrants (right to buy) $0.01 04/05/2019 X 1,458,371 (9) (9) Common Units 1,458,371 $0.00 0 I See footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
Highstar NGL Prism/IV-A Interco LLC

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Highstar NGL Main Interco LLC

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGL CIV A, LLC

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NGL Prism/IV-A Blocker LLC

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Highstar Capital NGL Co-Invest Manager LLC

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Highstar Capital GP IV, L.P.

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Highstar Capital GP IV, LLC

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Highstar Capital GP IV Holdings

(Last) (First) (Middle)
277 PARK AVENUE, 45TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
Explanation of Responses:
1. Represents 412,237, 286,567, 607,654 and 151,913 common units representing limited partner interests in the Issuer ("Common Units") held of record by Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism"), Highstar NGL Main Interco LLC ("Highstar Main"), NGL CIV A, LLC ("NGL CIV") and NGL Prism/IV-A Blocker LLC ("NGL Blocker"), respectively.
2. Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV. Highstar Capital GP IV, L.P. ("Highstar GP IV") is one of two members of Highstar Prism and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar Main and is the managing member of NGL Blocker and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by each of the Purchasers.
3. Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Preferred Units and Warrants held by Highstar Prism, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. Each such entity or person disclaims any such beneficial ownership of such securities.
4. The 10.75% Class A Convertible Preferred Units (the "Preferred Units") are convertible at the quotient (the "Conversion Rate"), per unit and subject to certain adjustments, of (i) $12.035 (the "Class A Preferred Unit Price") and (ii) the Class A Preferred Unit Price; provided, however, that if the volume-weighted average trading price (the "VWAP Price") for the fifteen (15) consecutive trading days ending on the trading day immediately preceding the Initial Conversion Date is less than the Class A Preferred Unit Price (such price, the "Adjusted VWAP Price"), then at all times on and after the Initial Conversion Date, the figure used in clause (ii) shall be the greater of (A) the Adjusted VWAP Price and (B) $5.00 (subject to adjustment for any splits, combinations or recapitalizations).
5. On April 5, 2019, the Issuer redeemed 7,468,874 Preferred Units for consideration of $13.7678 per share.
6. The Preferred Units are convertible into Common Units any time after the third anniversary (the "Initial Conversion Date") of May 11, 2016 (the "Closing Date").
7. At any time after the eighth anniversary of the Closing Date, the Issuer shall have the right to convert all of the outstanding Preferred Units into Common Units at the Conversion Rate then in effect, provided that the Issuer has paid in full all quarterly distributions on the outstanding Preferred Units and that certain conditions have been satisfied.
8. Represents 3,525,809, 2,450,979, 5,197,206 and 1,299,301 Preferred Units held of record by Highstar Prism, Highstar Main, NGL CIV and NGL Blocker, respectively.
9. The warrants are currently exercisable.
Remarks:
Due to the limitations of the electronic filing system Oaktree Fund GP II, L.P., Oaktree Capital II, L.P, Oaktree Holdings, Inc., Oaktree Capital Group, LLC; and Oaktree Capital Group Holdings GP, LLC are filing a separate Form 4.
Highstar NGL Prism/IV-A Interco LLC By: Highstar Capital GP IV, L.P., its managing member By: Highstar Capital GP IV, LLC, its general partner By: /s/ Henry Orren, Authorized Signatory 04/09/2019
Highstar NGL Main Interco LLC By: Highstar Capital GP IV, L.P., its manager By: Highstar Capital GP IV, LLC, its general partner By: /s/ Henry Orren, Authorized Signatory 04/09/2019
NGL CIV A, LLC By: Highstar Capital NGL Co-Invest Manager LLC, its managing member By: Highstar Capital GP IV, L.P., its managing member By: Highstar Capital GP IV, LLC, its general partner By: /s/ Henry Orren, Authorized Signatory 04/09/2019
NGL Prism/IV-A Blocker LLC By: Highstar Capital GP IV, L.P., its managing member By: Highstar Capital GP IV, LLC, its general partner By: /s/ Henry Orren, Authorized Signatory 04/09/2019
Highstar Capital NGL Co-Invest Manager LLC By: Highstar Capital GP IV, L.P., its managing member By: Highstar Capital GP IV, LLC, its general partner By: /s/ Henry Orren, Authorized Signatory 04/09/2019
Highstar Capital GP IV, L.P. By: Highstar Capital GP IV, LLC, its general partner By: /s/ Henry Orren, Authorized Signatory 04/09/2019
Highstar Capital GP IV, LLC By: /s/ Henry Orren, Authorized Signatory 04/09/2019
Highstar Capital GP IV Holdings By: Oaktree Capital Management, L.P., its director By: /s/ Henry Orren, Vice President 04/09/2019
** Signature of Reporting Person Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Additional Files
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0001104659-19-020475.txt   Complete submission text file   26363
a4.xml 1 4 4 20640