Edgar Filing: Summit Midstream Partners, LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ENERGY CAPITAL PARTNERS II, LLC

2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [SMLP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
See Footnotes

(Last)

(First)

(Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 1250

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2016

(Street)

SHORT HILLS, NJ 07078

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON UNITS (LIMITED PARTNER INTERESTS)	02/16/2016		C		24,409,850	A	⁽¹⁾	29,703,421	I ⁽²⁾	BY: SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)	02/16/2016		P		59,025 ⁽⁴⁾	A	$ 16.18 ⁽⁵⁾ ⁽⁶⁾	2,299,194	I ⁽³⁾	BY: SMLP HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)	02/17/2016		P		90,978 ⁽⁴⁾	A	$ 16.06 ⁽⁶⁾ ⁽⁷⁾	2,390,172	I ⁽³⁾	BY: SMLP HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)	02/18/2016		P		60,262 ⁽⁴⁾	A	$ 15.64 ⁽⁶⁾ ⁽⁸⁾	2,450,434	I ⁽³⁾	BY: SMLP HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)								151,160	I ⁽²⁾	BY: SUMMIT MIDSTREAM PARTNERS, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)

$ 0 ⁽¹⁾

02/16/2016

24,409,850

⁽¹⁾

COMMON UNITS (LIMITED PARTNER INTERESTS)

24,409,850

⁽¹⁾

I ⁽²⁾

BY: SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ENERGY CAPITAL PARTNERS II, LLC 51 JOHN F. KENNEDY PARKWAY SUITE 1250 SHORT HILLS, NJ 07078	X	X		See Footnotes
ENERGY CAPITAL PARTNERS II, LP 51 JOHN F. KENNEDY PARKWAY SUITE 1250 SHORT HILLS, NJ 07078		X
ENERGY CAPITAL PARTNERS II-A, LP 51 JOHN F. KENNEDY PARKWAY SUITE 1250 SHORT HILLS, NJ 07078		X
ENERGY CAPITAL PARTNERS II-B IP, LP 51 JOHN F. KENNEDY PARKWAY SUITE 1250 SHORT HILLS, NJ 07078		X
ENERGY CAPITAL PARTNERS II-C (SUMMIT IP), LP 51 JOHN F. KENNEDY PARKWAY SUITE 1250 SHORT HILLS, NJ 07078		X
Energy Capital Partners II (Summit Co-Invest), LP 51 JOHN F. KENNEDY PARKWAY SUITE 1250 SHORT HILLS, NJ 07078		X

Signatures

Energy Capital Partners II, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel		02/18/2016
^**Signature of Reporting Person		Date
Energy Capital Partners II-A, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel		02/18/2016
^**Signature of Reporting Person		Date
Energy Capital Partners II-B IP, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel		02/18/2016
^**Signature of Reporting Person		Date
Energy Capital Partners II-C (Summit IP), LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel		02/18/2016
^**Signature of Reporting Person		Date
Energy Capital Partners II (Summit Co-Invest), LP By: Energy Capital Partners GP II Co-Investment (Summit), LLC Its: General Partner By: Energy Capital Partners II, LLC Its: Managing Member By: /s/ Enoch O. Varner Title: Counsel		02/18/2016
^**Signature of Reporting Person		Date
Energy Capital Partners II, LLC By: /s/ Enoch O. Varner Title: Counsel		02/18/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The subordinated units were converted into common units on a one-for-one basis after the expiration of the subordination period, which occurred on February 16, 2016, pursuant to the Issuer's First Amended and Restated Agreement of Limited Partnership.
(2)	The subordinated units were held by Summit Midstream Partners Holdings, LLC ("SMPH"). The sole member of SMPH is in Summit Midstream Partners, LLC ("Summit"). Energy Capital Partners II, LP and its parallel and co-investment funds (collectively, the "ECP Funds"), hold, in the aggregate, greater than a majority of the membership interests in Summit. Energy Capital Partners II, LLC ("ECP II," and together with the ECP Funds, "ECP") is the general partner of the general partner of each ECP Fund that holds membership interests in Summit and has voting and investment control over the securities held thereby. Accordingly, ECP may be deemed to indirectly beneficially own the 29,703,421 common units now held by SMPH in addition to the 151,160 common units held by Summit, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(3)	Certain of the ECP Funds also collectively hold all of the membership interests in SMLP Holdings, LLC (''SMLP Holdings''). Accordingly, ECP II and certain of the ECP Funds may be deemed to indirectly beneficially own the 2,450,434 common units held by SMLP Holdings but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(4)	Units were purchased pursuant to a 10b5-1 plan entered into on December 15, 2015.
(5)	These common units were purchased in multiple transactions ranging from $15.70 to $16.50, inclusive.
(6)	The price reported in Column 4 is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in footnotes 5, 7 and 8.
(7)	These common units were purchased in multiple transactions ranging from $15.77 to $16.41, inclusive.
(8)	These common units were purchased in multiple transactions ranging from $15.28 to $16.05, inclusive.

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