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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 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 | ||||||||
Class B Units | (1) | 08/02/2017 | C | 100,000,000 | (1) | (1) | Common Units | 198,978,886 | $ 0 | 0 | I | See footnotes (2) (7) (9) (11) (12) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Blackstone CQP Common Holdco L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
BMA VI L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK 10154 |
X | |||
Blackstone CQP Common Holdco GP LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone CQP Holdco LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone CQP Holdco II GP LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone CQP FinanceCo LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone CQP Holdco GP, LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Energy Management Associates L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone EMA L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Management Associates VI L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X |
BLACKSTONE CQP COMMON HOLDCO L.P., By: Blackstone CQP Common Holdco GP LLC, By: Blackstone Management Associates VI L.L.C., its managing member, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BLACKSTONE CQP COMMON HOLDCO GP LLC, By: Blackstone Management Associates VI L.L.C., its managing member, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BLACKSTONE CQP HOLDCO LP, By: Blackstone CQP Holdco II GP LLC, By: Blackstone CQP FinanceCo LP, By: Blackstone CQP Holdco GP, LLC, By: Blackstone Management Associates VI L.L.C., By: BMA VI L.L.C, By: /s/ John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BLACKSTONE CQP HOLDCO II GP LLC, By: Blackstone CQP FinanceCo LP, By: Blackstone CQP Holdco GP, LLC, By: Blackstone Management Associates VI L.L.C., By: BMA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BLACKSTONE CQP FINANCECO LP, By: Blackstone CQP Holdco GP, LLC, its general partner, By: Blackstone Management Associates VI L.L.C., its sole member, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BLACKSTONE CQP HOLDCO GP, LLC, By: Blackstone Management Associates VI L.L.C., its sole member, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BLACKSTONE ENERGY MANAGEMENT ASSOCIATES L.L.C., By: Blackstone EMA L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BLACKSTONE EMA L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C., By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**Signature of Reporting Person | Date | |
BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 08/04/2017 | |
**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) | The Class B Units were exercisable at an accreted conversion ratio of approximately 1.99 Common Units per Class B Unit and were mandatorily converted into Common Units on August 2, 2017. |
(2) | Reflects securities held directly by Blackstone CQP Holdco LP. Blackstone CQP Holdco II GP LLC is the general partner of Blackstone CQP Holdco LP. Blackstone CQP FinanceCo LP is the sole member of Blackstone CQP Holdco II GP LLC. Blackstone CQP Holdco GP LLC is the general partner of Blacksone CQP FinanceCo LP. Blackstone Management Associates VI L.L.C. is the sole member of Blackstone CQP Holdco GP LLC. |
(3) | Reflects securities held directly by Blackstone CQP Common Holdco L.P. Blackstone CQP Common Holdco GP LLC is the general partner of Blackstone CQP Common Holdco L.P. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of Blackstone CQP Common Holdco GP LLC. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. |
(4) | Reflects securities held directly by GSO Credit-A Partners LP. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP. |
(5) | Reflects securities held directly by GSO Palmetto Opportunistic Investment Partners LP. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP. |
(6) | Reflects securities held directly by GSO Credit Alpha Fund AIV-2 LP. GSO Credit Alpha Associates LLC is the general partner of GSO Credit Alpha Fund AIV-2 LP. |
(7) | BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone Holdings III L.P. is the managing member of both BMA VI L.L.C. and Blackstone EMA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. |
(8) | GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P. |
(9) | The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. and the sole member of Blackstone Holdings III GP Management L.L.C. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. |
(10) | Each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by GSO Credit-A Partners LP., GSO Palmetto Opportunistic Investment Partners LP., and GSO Credit Alpha Fund AIV-2 LP. |
(11) | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
(12) | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
Remarks: Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |