Form 4 Highstar Capital Gp Iv, Llc

Statement of changes in beneficial ownership of securities

Published: 2019-05-14 19:00:22
Submitted: 2019-05-14
Period Ending In: 2019-05-10
>

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
X
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)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

(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)
05/10/2019
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
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 (1) 05/10/2019 D(2) 12,473,191 (2) (2) Common Units 12,473,191 $9.918 0(3) I See footnotes(4)(5)
1. Name and Address of Reporting Person*
Highstar NGL Prism/IV-A Interco LLC

(Last) (First) (Middle)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

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

(Last) (First) (Middle)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

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

(Last) (First) (Middle)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

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

(Last) (First) (Middle)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

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

(Last) (First) (Middle)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

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

(Last) (First) (Middle)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

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

(Last) (First) (Middle)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

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

(Last) (First) (Middle)
1301 AVENUE OF THE AMERICAS, 33RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. 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).
2. On May 10, 2019, the Issuer redeemed all outstanding Preferred Units for consideration of $13.2385 per unit.
3. The Form 4 filed by the Reporting Persons on April 9, 2019 incorrectly stated the number of securities beneficially owned following the reported redemption of Preferred Units.
4. Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV A, LLC ("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 NGL Prism/IV-A Interco LLC ("Highstar Prism") and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar NGL Main Interco LLC ("Highstar Main") and is the managing member of NGL Prism/IV-A Blocker LLC ("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 Highstar Prism, Highstar Main, NGL CIV and NGL Blocker.
5. 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.
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 05/14/2019
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 05/14/2019
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 05/14/2019
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 05/14/2019
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 05/14/2019
Highstar Capital GP IV, L.P. By: Highstar Capital GP IV, LLC, its general partner By: /s/ Henry Orren, Authorized Signatory 05/14/2019
Highstar Capital GP IV, LLC By: /s/ Henry Orren, Authorized Signatory 05/14/2019
Highstar Capital GP IV Holdings By: Oaktree Capital Management, L.P., its director By: /s/ Henry Orren, Vice President 05/14/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
1
a4.xml 4
Schema Version:
X0306
Document Type:
4
Period Of Report:
2019-05-10
Not Subject To Section16:
1

Issuer

Issuer Cik
0001504461
Issuer Name
NGL Energy Partners LP
Issuer Trading Symbol
NGL

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001773266
Rpt Owner Name
Highstar NGL Prism/IV-A Interco LLC

Reporting Owner Address

Rpt Owner Street1
1301 AVENUE OF THE AMERICAS, 33RD FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001773242
Rpt Owner Name
Highstar NGL Main Interco LLC

Reporting Owner Address

Rpt Owner Street1
1301 AVENUE OF THE AMERICAS, 33RD FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001677313
Rpt Owner Name
NGL CIV A, LLC

Reporting Owner Address

Rpt Owner Street1
1301 AVENUE OF THE AMERICAS, 33RD FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001773244
Rpt Owner Name
NGL Prism/IV-A Blocker LLC

Reporting Owner Address

Rpt Owner Street1
1301 AVENUE OF THE AMERICAS, 33RD FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001773243
Rpt Owner Name
Highstar Capital NGL Co-Invest Manager LLC

Reporting Owner Address

Rpt Owner Street1
1301 AVENUE OF THE AMERICAS, 33RD FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001773245
Rpt Owner Name
Highstar Capital GP IV, L.P.

Reporting Owner Address

Rpt Owner Street1
1301 AVENUE OF THE AMERICAS, 33RD FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001773246
Rpt Owner Name
Highstar Capital GP IV, LLC

Reporting Owner Address

Rpt Owner Street1
1301 AVENUE OF THE AMERICAS, 33RD FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001773188
Rpt Owner Name
Highstar Capital GP IV Holdings

Reporting Owner Address

Rpt Owner Street1
1301 AVENUE OF THE AMERICAS, 33RD FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10019

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Derivative Transaction

Security Title
10.75% Class A Convertible Preferred Units
@attributes Id
F1
Transaction Date
2019-05-10

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0
@attributes Id
F2

Transaction Amounts

Transaction Shares
12473191
Transaction Price Per Share
9.918
Transaction Acquired Disposed Code
D
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Common Units
Underlying Security Shares
12473191

Shares Owned Following Transaction

Value
0
@attributes Id
F3

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See footnotes

Footnote Id

@attributes Id
F4
@attributes Id
F5

Footnote

0
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).
1
On May 10, 2019, the Issuer redeemed all outstanding Preferred Units for consideration of $13.2385 per unit.
2
The Form 4 filed by the Reporting Persons on April 9, 2019 incorrectly stated the number of securities beneficially owned following the reported redemption of Preferred Units.
3
Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV A, LLC ("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 NGL Prism/IV-A Interco LLC ("Highstar Prism") and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar NGL Main Interco LLC ("Highstar Main") and is the managing member of NGL Prism/IV-A Blocker LLC ("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 Highstar Prism, Highstar Main, NGL CIV and NGL Blocker.
4
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.
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.

Owner Signature

Signature Name
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
Signature Date
2019-05-14
Signature Name
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
Signature Date
2019-05-14
Signature Name
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
Signature Date
2019-05-14
Signature Name
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
Signature Date
2019-05-14
Signature Name
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
Signature Date
2019-05-14
Signature Name
Highstar Capital GP IV, L.P. By: Highstar Capital GP IV, LLC, its general partner By: /s/ Henry Orren, Authorized Signatory
Signature Date
2019-05-14
Signature Name
Highstar Capital GP IV, LLC By: /s/ Henry Orren, Authorized Signatory
Signature Date
2019-05-14
Signature Name
Highstar Capital GP IV Holdings By: Oaktree Capital Management, L.P., its director By: /s/ Henry Orren, Vice President
Signature Date
2019-05-14
Additional Files
FileSequenceDescriptionTypeSize
0001104659-19-029375.txt   Complete submission text file   21465
$NGL

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.