FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARKWEST ENERGY PARTNERS L P [ MWE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Units | 02/21/2008 | A | 637,664 | A | (2) | 730,126(1) | D | |||
Common Units | 02/21/2008 | A | 1,969 | A | (3) | 732,095(1) | D | |||
Common Units | 02/21/2008 | A | 199,938 | A | (4) | 932,033(1) | D | |||
Common Units | 02/21/2008 | A | 6,222,467 | A | (2) | 6,222,467 | I | MWHC Holding, Inc. | ||
Common Units | 02/21/2008 | A | 1,865 | A | (2) | 1,865 | I | Bode Blanco, LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Amount of securities beneficially owned following the reported transaction(s) includes Common Units owned and Restricted Units subject to varying vesting terms. |
2. Each outstanding share of MarkWest Hydocarbon common stock was exchanged in the merger (the "Merger") between MarkWest Hydrocarbon and MarkWest Energy Partners for either (i) $61.4413 in cash, (ii) 1.9052 common units of MarkWest Energy Partners (the "Unit Consideration"), (iii) 1.285 common units of MarkWest Energy Partners plus $20 in cash (the "Stated Consideration"), or (iv) a pro ration of (i) and (ii). In the Merger, John M. Fox exchanged 334,697 shares of MarkWest Hydrocarbon common stock for Unit Consideration, MWHC Holding, Inc. exchanged 4,842,387 shares of MarkWest Hydrocarbon common stock for Stated Consideration, and Bode Blanco, LLC exchanged 1,452 shares of MarkWest Hydrocarbon common stock for Stated Consideration. |
3. In the merger between MarkWest Hydrocarbon and MarkWest Energy Partners, each restricted share of MarkWest Hydrocarbon was converted to a phantom unit of MarkWest Energy Partners at a ratio of 1.9052 phantom units (rounded up to the nearest whole unit) for each restricted share of MarkWest Hydrocarbon on substantially the same terms. |
4. In connection with the Merger, common units were exchanged for Class B membership interest in the general partner of MarkWest Energy Partners pursuant to a Class B membership interest contribution agreement. |
/s/ Sean M. McKendry as POA for John M. Fox | 02/25/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |