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
Quicksilver Gas Services LP [ KGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2010 | ||||||||||||||||||||||||||
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 representing limited partner interests | 10/01/2010 | S | 5,696,752 | D | (1) | 0 | I | (1) |
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 | ||||||||
Subordinated Units representing limited partner interests | $0 | 10/01/2010 | S | 11,513,625 | (2) | (2) | Common Units | 11,513,625 | (1) | 0 | I | (1) |
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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On October 1, 2010, pursuant to a Purchase Agreement dated July 22, 2010, as amended, between the Reporting Person and its wholly-owned subsidiaries Cowtown Gas Processing L.P. and Cowtown Pipline L.P. (the "Selling Subsidiaries") and Crestwood Holding LLC (f/k/a First Reserve Crestwood Holdings LLC) (the "Buyer"), the Reporting Person sold, through its Selling Subsidiaries, all of its interests in Quicksilver Gas Services LP ("KGS"), including 100% of its interests in KGS' general partner and all of its common units (5,696,752 units), subordinated units (11,513,625 units), general partner units (469,944 units) and incentive distribution rights. Buyer also purchased from the Reporting Person the Subordinated Promissory Note, dated August 10, 2007, issued by KGS to the Reporting Person. In consideration therefor, the Reporting Person received $701 million and may potentially receive up to $72 million in future earn-out payments. |
2. The subordinated units will convert to an equal number of common units when KGS has earned and paid at least $0.30 per quarter on each common unit, subordinated unit and general partner unit for any three consecutive years. The subordinated units have no expiration date. |
Remarks: |
John C. Cirone, Senior Vice President, General Counsel and Secretary for Quicksilver Resources Inc. | 10/05/2010 | |
John C. Cirone, Senior Vice President, General Counsel and Secretary for Cowtown Pipeline Management Inc., the General Partner of Cowtown Gas Processing L.P. | 10/05/2010 | |
John C. Cirone, Senior Vice President, General Counsel and Secretary for Cowtown Pipeline Funding, Inc. | 10/05/2010 | |
John C. Cirone, Senior Vice President, General Counsel and Secretary for Cowtown Pipeline Management Inc. | 10/05/2010 | |
John C. Cirone, Senior Vice President, General Counsel and Secretary for Cowtown Pipeline Management Inc., the General Partner of Cowtown Pipeline L.P. | 10/05/2010 | |
** 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. |