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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BX CQP SuperHoldCo Holdings Manager L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
BX CQP Common Holdco Holdings Manager L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
BX Rockies Platform Co Holdings Manager L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Energy Management Associates L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone EMA L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Management Associates VI L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
BMA VI L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Holdings III L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Holdings III GP L.P. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Holdings III GP Management L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK, NY 10154 |
X |
BX CQP SUPERHOLDCO HOLDINGS MANAGER L.L.C., 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 | 09/28/2020 | |
**Signature of Reporting Person | Date | |
BX CQP COMMON HOLDCO HOLDINGS MANAGER L.L.C., 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 | 09/28/2020 | |
**Signature of Reporting Person | Date | |
BX ROCKIES PLATFORM CO HOLDINGS MANAGER L.L.C., 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 | 09/28/2020 | |
**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 | 09/28/2020 | |
**Signature of Reporting Person | Date | |
BLACKSTONE EMA L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 09/28/2020 | |
**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 | 09/28/2020 | |
**Signature of Reporting Person | Date | |
BMA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 09/28/2020 | |
**Signature of Reporting Person | Date | |
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 09/28/2020 | |
**Signature of Reporting Person | Date | |
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 09/28/2020 | |
**Signature of Reporting Person | Date | |
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer | 09/28/2020 | |
**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) | On September 24, 2020, BX CQP SuperHoldCo Holdings Manager L.L.C., BX CQP Common Holdco Holdings Manager L.L.C. and BX Rockies Platform Co Holdings Manager L.L.C. completed the sale (the "Transaction") of all of the limited liability company interests in BX CQP Target Holdco L.L.C. ("BX CQP Target Holdco") to (i) BIP Chinook Holdco L.L.C., a Delaware limited liability company ("Blackstone Infrastructure Partners"), and (ii) BIF IV Cypress Aggregator (Delaware) LLC ("Brookfield Infrastructure") for an aggregate consideration of $6,503,704,064.00, which may be increased to an aggregate amount of $6,960,995,756.00 based on the satisfaction by the Issuer of certain conditions. |
(2) | Following the closing of the Transaction, Blackstone Infrastructure Partners and Brookfield Infrastructure directly own 50.01% and 49.99% of the equity interests in BX CQP Target Holdco, respectively, and may be deemed to share beneficial ownership of all of the Common Units that may be deemed to be beneficially owned by BX CQP Target Holdco. As a result of the Transaction, the Reporting Persons do not have a pecuniary interest in and may no longer be deemed to beneficially own the Common Units held of record by BX Rockies Platform Co LLC ("BX Rockies"), Blackstone CQP Common Holdco L.P. ("Blackstone CQP Common Holdco") and Blackstone CQP Holdco LP ("Blackstone CQP Holdco"). |
(3) | Prior to the Transaction, the Reporting Persons were deemed to share beneficial ownership of 2,250,419 Common Units held of record by BX Rockies; 2,011,447 Common Units held of record by Blackstone CQP Common Holdco; and 198,978,886 Common Units held of record by Blackstone CQP Holdco. |