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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 | |
Sanchez Energy Partners I LP 1000 MAIN STREET, SUITE 3000 HOUSTON, TX 77002 |
X | |||
SANCHEZ ANTONIO R JR 1000 MAIN STREET, SUITE 3000 HOUSTON, TX 77002 |
X | |||
Sanchez Oil & Gas Corp 1000 MAIN STREET, SUITE 3000 HOUSTON, TX 77002 |
X | |||
SEP Management I, LLC 1000 MAIN STREET, SUITE 3000 HOUSTON, TX 77002 |
X |
/s/ A.R. Sanchez, Jr. (See Remarks) | 03/06/2015 | |
**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) | Pursuant to a reclassification exempt under Rule 16b-7, on March 6, 2015, each Class B Common Unit of Sanchez Production Partners LLC ("SPP LLC") was converted into a Common Unit of Sanchez Production Partners LP ("SPP LP") on a one-for-one basis. |
(2) | Pursuant to a reclassification exempt under Rule 16b-7, on March 6, 2015, the Class A Units of SPP LLC were converted into a number of SPP LP's Common Units equal to 2% of SPP LP's Common Units outstanding immediately after the conversion (after taking into account the conversion of such Class A Units). |
(3) | On March 6, 2015, the Class Z Unit owned by Sanchez Energy Partners I, LP ("SEPI") was cancelled in a transaction exempt under Rule 16b-3. |
(4) | SEPI directly owns 5,951,800 of SPP LP's Common Units. SEPI is controlled by its general partner, SEP Management I, LLC, which is a wholly owned subsidiary of Sanchez Oil & Gas Corporation. Sanchez Oil & Gas Corporation is managed by A.R. Sanchez, Jr. and other members of the Sanchez family. A.R. Sanchez, Jr. shares voting and dispositive power over the shares controlled by SEPI. Each of A.R. Sanchez, Jr., Sanchez Oil & Gas Corporation and SEP Management I, LLC disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by A.R. Sanchez, Jr., Sanchez Oil & Gas Corporation or SEP Management I, LLC of all of the reported securities for purposes of Section 16 or any other purpose. |
Remarks: Signed in the following capacities: A.R. Sanchez, Jr. is signing for himself, as well as in his capacity as Chairman of the Board of Directors of Sanchez Oil & Gas Corporation, on behalf of Sanchez Oil & Gas Corporation and in its capacity as the sole member of SEP Management I, LLC, on behalf of SEP Management I, LLC and in its capacity as the general partner of Sanchez Energy Partners I, LP, on behalf of Sanchez Energy Partners I, LP. |