| 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
RIO VISTA ENERGY PARTNERS LP [ RVEP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2008 | ||||||||||||||||||||||||||
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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 | 01/16/2008 | S | 49,748 | D | $15.55 | 0(3) | I(1) | See Footnote(2)(3)(4)(5) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The filing of this Form 4 shall not be construed as an admission that Swank Capital, L.L.C. ("Swank Capital"), Swank Energy Income Advisors, L.P. ("Income Advisors"), The Cushing MLP Opportunity Fund I, LP ("Opportunity Fund") or Jerry V. Swank ("Mr. Swank") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the common units of Rio Vista Energy Partners LP ("Common Units") held by Opportunity Fund, in the total return equity swap agreement entered into by The Cushing Fund (Offshore), Ltd. ("Cushing Offshore") or in a personal account of Mr. Swank. Pursuant to Rule 16a-1, Swank Capital, Income Advisors, Opportunity Fund and Mr. Swank disclaim such beneficial ownership. |
| 2. Swank Capital holds indirectly 405,486 Common Units through Income Advisors, of which Swank Capital is the general partner, which in turn holds Common Units through the account of Opportunity Fund. Income Advisors serves as the controlling member of the entity that controls the general partner and investment manager of Opportunity Fund. The general partner and investment manager of Opportunity Fund receive an allocation of net profits and an asset based fee, respectively. Jerry V. Swank serves as the manager of Swank Capital. |
| 3. Cushing Offshore was a party to a total return equity swap agreement with respect to shares of Common Units. Income Advisors is the investment manager of Cushing Offshore and receives an allocation of net profits and an asset based fee from Cushing Offshore. Swank Capital is the general partner of Income Advisors and Mr. Swank owns a limited partner interest in Income Advisors. Mr. Swank is the manager of Swank Capital, and, in addition, owns shares of Cushing Offshore. As a result of the sale of shares of Common Units on January 16, 2008, Cushing Offshore no longer holds any shares of Common Units. |
| 4. Mr. Swank holds 674 Common Units in a personal account. |
| 5. For clarification purposes, the sale of 6,568 Common Units by Swank MLP Convergence Fund, LP on July 16, 2007, as reported in a Form 4 filed by the Reporting Persons on July 17, 2007, reduced the amount of Commun Units held by Swank MLP Convergence Fund, LP to 0. |
| /s/ Jerry V. Swank | 01/18/2008 | |
| Jerry V. Swank, manager of Swank Capital, L.L.C. | 01/18/2008 | |
| Jerry V. Swank, manager of Swank Capital, L.L.C., general partner of Swank Energy Income Advisors, L.P. | 01/18/2008 | |
| Jerry V. Swank, manager of Swank Capital, L.L.C., general partner of Swank Energy Income Advisors, L.P., member of Carbon County GP I, LLC, general partner of Carbon County Partners I, L.P., general partner of The Cushing MLP Opportunity Fund I, LP | 01/18/2008 | |
| ** 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. | ||