Adrienne Saunders

General Counsel

c/o Stonepeak Infrastructure Partners

 717 Fifth Avenue, 25th Floor

New York, NY 10022

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

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SCHEDULE 13D

 

CUSIP No: 79971C201

Page 3 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK CATARINA UPPER HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			31,000,887
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			31,000,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,000,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.1%
14	TYPE OF REPORTING PERSON
	OO, HC

 

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SCHEDULE 13D

 

CUSIP No: 79971C201

Page 4 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			31,000,887
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			31,000,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,000,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.1%
14	TYPE OF REPORTING PERSON
	PN, HC

 

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SCHEDULE 13D

 

CUSIP No: 79971C201

Page 5 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK ASSOCIATES LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			31,000,887
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			31,000,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,000,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.1%
14	TYPE OF REPORTING PERSON
	OO, HC

 

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SCHEDULE 13D

 

CUSIP No: 79971C201

Page 6 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP HOLDINGS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			31,000,887
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			31,000,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,000,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.1%
14	TYPE OF REPORTING PERSON
	PN, HC

 

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SCHEDULE 13D

 

CUSIP No: 79971C201

Page 7 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP INVESTORS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			31,000,887
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			31,000,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,000,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.1%
14	TYPE OF REPORTING PERSON
	OO, HC

 

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SCHEDULE 13D

 

CUSIP No: 79971C201

Page 8 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP INVESTORS MANAGER LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			31,000,887
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			31,000,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,000,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.1%
14	TYPE OF REPORTING PERSON
	OO, HC

 

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SCHEDULE 13D

 

CUSIP No: 79971C201

Page 9 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	MICHAEL DORRELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			31,000,887
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			31,000,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,000,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.1%
14	TYPE OF REPORTING PERSON
	IN, HC

 

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SCHEDULE 13D

 

CUSIP No: 79971C201

Page 10 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	TRENT VICHIE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			31,000,887
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			31,000,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,000,887
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	70.1%
14	TYPE OF REPORTING PERSON
	IN, HC

 

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SCHEDULE 13D

 

Page 11 of 14 Pages

 

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Units (the “Common Units”) of Sanchez Production Partners LP (the “Issuer”) that the Reporting Persons are deemed to beneficially own through ownership of Class B Preferred Units (“Preferred Units”) of the Issuer.  The Issuer’s principal executive offices are located at 1000 Main Street, Suite 3000, Houston, Texas 77002.  This Amendment No. 1 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2015 (the “Schedule 13D”).  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.   Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended by adding the following:

In accordance with Section 5.10(g) of the Amended Partnership Agreement, upon the Issuer issuing Common Units during the Subsequent Issuance Period (defined in the Amended Partnership Agreement, which is incorporated by reference to Exhibit C to the Schedule 13D) at a price of less than $18.00 per Common Unit, (i) the price per Preferred Unit is to be adjusted to be equal to the volume weighted average price for which such Common Units were issued during the Subsequent Issuance Period (such adjusted price, the “New Preferred Unit Price”), and (ii) the number of Class B Preferred Units held by Stonepeak Catarina Holdings LLC is to be split to take into account the New Preferred Unit Price (the “Split”).

On December 6, 2016, the Issuer determined that, based on the Common Units it had issued during the Subsequent Issuance Period, the New Preferred Unit Price should be set at $11.95.  Based on the New Preferred Unit Price, the Issuer instructed its transfer agent (the “December Instruction”) to effect the Split by issuing 9,851,996 new Preferred Units to Stonepeak Catarina Holdings LLC.

The Reporting Persons disagreed with the New Preferred Unit Price set by the Issuer and, as a result, the number of Preferred Units resulting from the Split, and have engaged in negotiations with the Issuer to set an agreed-upon New Preferred Unit Price.  Until the Reporting Persons and the Issuer agreed upon the New Preferred Unit Price on January 25, 2017, the Reporting Persons disclaimed beneficial ownership over the 9,851,996 Preferred Units that were issued to it by the Issuer on December 6, 2016, and the filing of this Amendment No. 1 shall not be construed as an admission that the Reporting Persons, for the purposes of Sections 13(d) or 13(g) of the Act, were the beneficial owner of such 9,851,996 Preferred Units before January 25, 2017.

Effective January 25, 2017, the Reporting Persons entered into a Settlement Agreement and Release (the “Settlement Agreement”) with the Issuer, pursuant to which it was agreed that, under Section 5.10(g) of the Amended Partnership Agreement, the New Preferred Unit Price should be $11.29 and additional Preferred Units shall be issued such that Stonepeak Catarina Holdings LLC receives 11,556,442 new Preferred Units, including those Preferred Units issued as a result of the December Instruction.  Also on January 25, 2017, Amendment No. 1 to the Amended Partnership Agreement was effected, pursuant to which:  (i) the “Class B Preferred Conversion Price” was re-defined to be the “Class B Preferred Unit Price”; (ii) the “Class B Preferred Unit Price” was defined as $11.29, as such amount may be adjusted pursuant to Section 5.10(b)(ix) of the Amended Partnership Agreement; and (iii) Section 5.10(g) of the Amended Partnership Agreement was deleted.  Also on January 25, 2017, Amendment No. 1 to the Registration Rights Agreement was effected, incorporating changes to reflect the Split and the Settlement Agreement.

 

 

 

The foregoing beneficial ownership percentages are based on 44,254,331 Common Units outstanding, which is the sum of the 13,253,444 Common Units reported as outstanding as of November 22, 2016, upon closing of an offering and private placement described by the Issuer in a prospectus on Form 424B4 filed November 18, 2016, plus, for purposes of calculating beneficial ownership pursuant to Rule 13d-3(d)(1)(i) under the Act, the 31,000,887 Common Units issuable upon the conversion of the Preferred Units beneficially owned by the Reporting Persons.

(b)  The Reporting Persons have shared voting power and shared dispositive power with regard to the 31,000,887 Common Units obtainable upon conversion of the 31,000,887 Preferred Units.

(c)  Other than as described in this Amendment No. 1, there were no transactions in Preferred Units or Common Units by the Reporting Persons in the past sixty days.

(d)  Except as set forth in the Schedule 13D, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units that may be deemed to be beneficially owned by the Reporting Persons.

(e)  This Item 5(e) is not applicable.

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Page 13 of 14 Pages

 

 

January 27, 2017

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).