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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 | ||||||||
| Subordinated Units representing limited partner interests | (5) | 06/19/2013 | A | 4,387,889 | (5) | (5) | Common Units | 4,387,889 | (1) | 4,387,889 | I | See Footnotes. (2) (4) | |||
| Contract right (right to acquire) (6) (7) | (6) (7) | 06/19/2013 | A | 14,318,396 | (6)(7) | (6)(7) | Common Units | 14,318,396 | (6) (7) | 14,318,396 | I | See Footnotes. (2) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| First Reserve GP XI, Inc. C/O FIRST RESERVE ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | X | ||
| First Reserve GP XI, L.P. C/O FIRST RESERVE ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | X | ||
| MACAULAY WILLIAM E C/O FIRST RESERVE ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | X | ||
| FR Midstream Holdings LLC C/O FIRST RESERVE ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | X | ||
| FR XI CMP Holdings LLC C/O FIRST RESERVE ONE LAFAYETTE PLACE GREENWICH, CT 06830 |
X | X | ||
| Crestwood Holdings Partners, LLC 700 LOUISIANA STREET, SUITE 2060 HOUSTON, TX 77002 |
X | X | ||
| Crestwood Holdings II LLC 700 LOUISIANA STREET, SUITE 2060 HOUSTON, TX 77002 |
X | X | ||
| Crestwood Holdings LLC 700 LOUISIANA STREET, SUITE 2060 HOUSTON, TX 77002 |
X | X | ||
| Crestwood Gas Services Holdings LLC 700 LOUISIANA STREET, SUITE 2060 HOUSTON, TX 77002 |
X | X | ||
| /s/ Michael France, Managing Director for First Reserve GP XI, Inc. | 06/19/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Anne E. Gold, Attorney-in-Fact for William E. Macaulay | 06/19/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael France, Managing Director for First Reserve GP XI, Inc. the General Partner of First Reserve GP XI, L.P. | 06/19/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael France, Managing Director for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC | 06/19/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael France, Managing Director for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC, the Managing Member of FR XI CMP Holdings LLC | 06/19/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Kelly J. Jameson, Senior Vice President for Crestwood Holdings Partners, LLC | 06/19/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Kelly J. Jameson, Senior Vice President for Crestwood Holdings II LLC | 06/19/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Kelly J. Jameson, Senior Vice President for Crestwood Holdings LLC | 06/19/2013 | |
| **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) | Crestwood Gas Services Holdings LLC ("Gas Services Holdings") acquired 35,103,113 common units representing limited partner interests (the "Common Units") of Inergy, L.P. (the "Issuer") and 4,387,889 subordinated units representing limited partner interests of the Issuer (the "Subordinated Units") as consideration for its contribution to the Issuer of Crestwood Gas Services GP LLC (the "Contribution") pursuant to the terms of the Contribution Agreement, dated May 5, 2013, by and among Crestwood Holdings LLC ("Crestwood Holdings"), Gas Services Holdings, Inergy GP, LLC and the Issuer (the "Contribution Agreement"). |
| (2) | These units are held directly by Gas Services Holdings. |
| (3) | These units are held directly by KA First Reserve, LLC ("KAFR") FR Midstream Holdings LLC owns a majority of the membership interests in KAFR and controls the board of managers of (KAFR). |
| (4) | Gas Services Holdings' sole member is Crestwood Holdings, whose sole member is Crestwood Holdings II LLC, whose sole member is Crestwood Holdings Partners, LLC, whose controlling member is FR XI CMP Holdings LLC, whose sole member is FR Midstream Holdings LLC, whose managing member is First Reserve GP XI, L.P., whose general partner is First Reserve GP XI, Inc. William E. Macaulay is a director of First Reserve GP XI, Inc. and has the right to appoint a majority of the board of directors of First Reserve GP XI, Inc. Crestwood Holdings and Gas Services Holdings hold all of the limited partner interests in Inergy Holdings, L.P., the sole member of Inergy GP, LLC, the general partner of the Issuer. |
| (5) | The Subordinated Units may be converted into Common Units on a one-for-one basis upon the termination of the subordination period as set forth in the Issuer's partnership agreement. The Subordinated Units have no expiration date. |
| (6) | Simultaneously with the execution of the Contribution Agreement, the Issuer, the General Partner, Crestwood Holdings, and Gas Services Holdings entered into a Follow-On Contribution Agreement dated as of May 5, 2013 (the "Follow-On Contribution Agreement"). The Follow-On Contribution Agreement permits Crestwood Holdings to contribute to the Issuer 7,137,841 of the common units of Inergy Midstream, L.P. ("NRGM") that Crestwood Holdings receives upon the consummation of the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of May 5, 2013 (the "Merger Agreement"), among NRGM, NRGM GP, LLC, Intrepid Merger Sub, LLC, Crestwood Holdings, Crestwood Midstream Partners LP ("CMLP"), and Crestwood Gas Services GP in exchange for 14,318,396 Common Units.(Continued in footnote 7) |
| (7) | The right of Crestwood Holdings to make such contribution is conditioned on the closing of the Merger. If the Merger Agreement is terminated, Crestwood Holdings will have the right under the Follow-On Contribution Agreement to contribute to the Issuer 6,670,651 common units of CMLP in exchange for a total of 14,318,396 Common Units. |
| Remarks: 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. | |