SEC Form 4
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*
SANCHEZ ANTONIO R III

(Last) (First) (Middle)
1000 MAIN STREET, SUITE 3000

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sanchez Production Partners LP [ SPP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Units (Class B) of Sanchez Production Partners LLC 03/06/2015 J(1) 5,364,196 D (1) 0 I By Sanchez Energy Partners I, LP(4)
Class A Units of Sanchez Production Partners LLC 03/06/2015 J(2) 484,505 D (2) 0 I By Sanchez Energy Partners I, LP(4)
Class Z Unit of Sanchez Production Partners LLC 03/06/2015 J(3) 1 D (3) 0 I By Sanchez Energy Partners I, LP(4)
Common Units (Class B) of Sanchez Production Partners LLC 03/06/2015 J(1) 59,562 D (1) 0 I By SP Holdings, LLC(5)
Common Units (Class B) of Sanchez Production Partners LLC 03/06/2015 J(1) 6,403 D (1) 0 D
Common Units of Sanchez Production Partners LP 03/06/2015 J(1)(2) 5,951,800 A (1)(2) 5,951,800 I By Sanchez Energy Partners I, LP(4)
Common Units of Sanchez Production Partners LP 03/06/2015 J(1) 59,562 A (1) 59,562 I By SP Holdings, LLC(5)
Common Units of Sanchez Production Partners LP 03/06/2015 J(1) 6,403 A (1) 6,403 D
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 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. Pursuant to a reclassification exempt under Rule 16b-7, on March 6, 2015, each Class B Common Unit of Sanchez Production Partners LLC ("SPP LLC") was converted into a Common Unit of Sanchez Production Partners LP ("SPP LP") on a one-for-one basis.
2. Pursuant to a reclassification exempt under Rule 16b-7, on March 6, 2015, the Class A Units of SPP LLC were converted into a number of SPP LP's Common Units equal to 2% of SPP LP's Common Units outstanding immediately after the conversion (after taking into account the conversion of such Class A Units).
3. On March 6, 2015, the Class Z Unit owned by Sanchez Energy Partners I, LP ("SEPI") was cancelled in a transaction exempt under Rule 16b-3.
4. These securities are owned directly by SEPI. SEPI is controlled by its general partner, SEP Management I, LLC, which is a wholly owned subsidiary of Sanchez Oil & Gas Corporation. Sanchez Oil & Gas Corporation is managed by Antonio R. Sanchez, III and other members of the Sanchez family. Antonio R. Sanchez, III shares voting and dispositive power over the securities controlled by SEPI. Antonio R. Sanchez, III disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and 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 any other purpose.
5. These securities are owned directly by SP Holdings LLC ("SP Holdings"). SP Holdings is controlled by SP Capital Holdings, LLC ("SP Capital"). SP Capital is managed by Eduardo A. Sanchez and Antonio R. Sanchez, III. Antonio R. Sanchez, III shares voting and dispositive power over the securities controlled by SP Capital. Antonio R. Sanchez, III disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and 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 any other purpose.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Antonio R. Sanchez, III 03/06/2015
** 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).
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