Schedule 13D/A

0001193125-15-336295.txt : 20151002 0001193125-15-336295.hdr.sgml : 20151002 20151002131930 ACCESSION NUMBER: 0001193125-15-336295 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151002 DATE AS OF CHANGE: 20151002 GROUP MEMBERS: CRESTWOOD EQUITY GP LLC GROUP MEMBERS: CRESTWOOD EQUITY PARTNERS LP GROUP MEMBERS: CRESTWOOD GAS SERVICES GP, LLC GROUP MEMBERS: CRESTWOOD HOLDINGS II LLC GROUP MEMBERS: CRESTWOOD HOLDINGS LLC GROUP MEMBERS: CRESTWOOD HOLDINGS LP GROUP MEMBERS: CRESTWOOD HOLDINGS PARTNERS, LLC GROUP MEMBERS: CRESTWOOD MIDSTREAM GP LLC GROUP MEMBERS: CRESTWOOD MIDSTREAM HOLDINGS LP GROUP MEMBERS: FIRST RESERVE GP XI, INC. GROUP MEMBERS: FIRST RESERVE GP XI, L.P. GROUP MEMBERS: FR MIDSTREAM HOLDINGS LLC GROUP MEMBERS: FR XI CMP HOLDINGS LLC GROUP MEMBERS: MGP GP LLC GROUP MEMBERS: WILLIAM E. MACAULAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Crestwood Midstream Partners LP CENTRAL INDEX KEY: 0001304464 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 431918951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86530 FILM NUMBER: 151139462 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST. STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST. STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Crestwood Equity Partners LP DATE OF NAME CHANGE: 20131008 FORMER COMPANY: FORMER CONFORMED NAME: CRESTWOOD MIDSTREAM PARTNERS LP DATE OF NAME CHANGE: 20131007 FORMER COMPANY: FORMER CONFORMED NAME: INERGY MIDSTREAM, L.P. DATE OF NAME CHANGE: 20111116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crestwood Gas Services Holdings LLC CENTRAL INDEX KEY: 0001406900 IRS NUMBER: 392051804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Quicksilver Gas Services Holdings LLC DATE OF NAME CHANGE: 20070716 SC 13D/A 1 d48593dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 2 to

Crestwood Midstream Partners LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

226378107

(CUSIP Number)

Joel Lambert

700 Louisiana Street, Suite 2550

Houston, TX 77002

(832) 519-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Gas Services Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Holdings II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Holdings Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Gas Services GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%*
14	TYPE OF REPORTING PERSON OO

Following the completion of the Merger (as defined below), CEQP and CMLP GP (each as defined below) now own a 99.9% limited partner interest and a 0.1% limited partner interest, respectively, in the Issuer (as defined below). Following the consummation of the Merger, the common units of the Issuer will be delisted from the New York Stock Exchange and deregistered and will no longer be subject to reporting under Section 13(d) of the Securities Exchange Act of 1934.

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Midstream GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Midstream Holdings LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 226378107


1	NAME OF REPORTING PERSON MGP GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Equity Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%*
14	TYPE OF REPORTING PERSON PN

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Equity GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON Crestwood Holdings LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 226378107


1	NAME OF REPORTING PERSON FR XI CMP Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON FR Midstream Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON First Reserve GP XI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 226378107


1	NAME OF REPORTING PERSON First Reserve GP XI, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 226378107


1	NAME OF REPORTING PERSON William E. Macaulay
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON IN

This Amendment No. 2 to Schedule 13D is filed by the Reporting Persons as an amendment to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on October 11, 2013, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on May 7, 2015 (as so amended, the “Schedule 13D”). This Amendment relates to the common units representing limited partner interests (the “Common Units”) of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended by reference to the information set forth in Item 4 of this Amendment No. 2.

Item 4. Purpose of the Transaction

Item 4 is hereby supplemented as follows:

On September 30, 2015, the unitholders of the Issuer approved the Agreement and Plan of Merger (the “Merger Agreement”) by and among Crestwood Equity Partners LP (“CEQP”), Crestwood Equity GP LLC (“Equity GP”), CEQP ST SUB LLC (“MergerCo”), MGP GP, LLC (“MGP GP”), Crestwood Midstream Holdings LP (“Midstream Holdings”), the Issuer, Crestwood Midstream GP LLC (“Midstream GP”) and Crestwood Gas Services GP LLC (“CMLP GP”). The merger pursuant to the Merger Agreement (the “Merger”) was consummated on September 30, 2015, and MergerCo, MGP GP and Midstream Holdings merged with and into the Issuer and the Issuer survived and continued to exist as a Delaware limited partnership. As a result of the Merger, (i) each Common Unit issued and outstanding immediately prior to the effective time of the Merger (other than Common Units held by CEQP, CMLP GP or their respective subsidiaries, if any) was converted into the right to receive 2.7500 common units of CEQP and (ii) each preferred unit of the Issuer issued and outstanding immediately prior to the effective time of the Merger (other than preferred units of the Issuer held by CEQP or its subsidiaries, if any) was converted into the right to receive 2.7500 preferred units of CEQP. Further, immediately following the effective time of the Merger, CEQP contributed 100% of the equity interests of Crestwood Operations LLC to the Issuer in exchange for additional limited partner interests in the Issuer, such that following the Merger and the related transactions provided for in the Merger Agreement, Midstream GP became a direct, wholly-owned subsidiary of CEQP and continues to be the sole general partner of the Issuer. CEQP and CMLP GP now own a 99.9% limited partner interest and a 0.1% limited partner interest, respectively, in the Issuer, as the surviving entity of the Merger.

Following consummation of the Merger, (i) the Common Units will be delisted from the New York Stock Exchange and deregistered pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the “Exchange Act”) and (ii) the partnership agreement of the Issuer was amended and restated.

Item 5. Interest in Securities of the Issuer

Items 5 (a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

(a) and (b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. None of the Reporting Persons (other than CEQP and CMLP GP), nor any of the Listed Persons, directly or beneficially own any Common Units. Because the registration of the Common Units will be terminated, Common Units held by CEQP and CMLP will no longer be subject to reporting under Section 13(d) of the Exchange Act.

(c) Except as described herein, none of the Reporting Persons, nor any of the Listed Persons, has engaged in any transaction during the past 60 days in any Common Units.

(e) As described herein, at the effective time of the Merger, the Reporting Persons (other than CEQP and CMLP GP), and each of the Listed Persons, ceased to beneficially own any Common Units. Because the registration of the Common Units will be terminated, Common Units held by CEQP and CMLP will no longer be subject to reporting under Section 13(d) of the Exchange Act.

[Signature Pages Follow]

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated: September 30, 2015


CRESTWOOD GAS SERVICES HOLDINGS LLC

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

CRESTWOOD HOLDINGS LLC

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

CRESTWOOD HOLDINGS II LLC

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

CRESTWOOD HOLDINGS PARTNERS, LLC

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

CRESTWOOD GAS SERVICES GP, LLC

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

[Signature Page to Schedule 13D]


CRESTWOOD MIDSTREAM GP LLC

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

CRESTWOOD MIDSTREAM HOLDINGS LP

By: MGP GP LLC, its general partner

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

MGP GP LLC

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

CRESTWOOD EQUITY PARTNERS LP

By:		Crestwood Equity GP LLC, its general partner

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

CRESTWOOD EQUITY GP LLC

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

CRESTWOOD HOLDINGS LP

By:		Crestwood Holdings LLC, its general partner

By:		/s/ Joel C. Lambert
		Name: Joel C. Lambert
		Title: Senior Vice President

[Signature Page to Schedule 13D]


FR XI CMP HOLDINGS LLC

By:		First Reserve GP XI, L.P., its managing member

By:		First Reserve GP XI, Inc., its general partner

By:		/s/ Michael France
		Name: Michael France
		Title: Managing Director

FR MIDSTREAM HOLDINGS LLC

By:		First Reserve GP XI, L.P., its managing member

By:		First Reserve GP XI, Inc., its general partner

By:		/s/ Michael France
		Name: Michael France
		Title: Managing Director

FIRST RESERVE GP XI, L.P.

By:		First Reserve GP XI, Inc., its general partner

By:		/s/ Michael France
		Name: Michael France
		Title: Managing Director

FIRST RESERVE GP XI, INC.

By:		/s/ Michael France
		Name: Michael France
		Title: Managing Director

WILLIAM E. MACAULAY

By:		/s/ Anne E. Gold
		Name: Anne E. Gold
		Title: Attorney-in-fact

[Signature Page to Schedule 13D]