SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
WHITENER THOMAS O JR

(Last) (First) (Middle)
C/O MARLIN MIDSTREAM PARTNERS, LP
12377 MERIT DRIVE, SUITE 300

(Street)
DALLAS TX 75251

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2015
3. Issuer Name and Ticker or Trading Symbol
Marlin Midstream Partners, LP [ FISH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
The Reporting Person is a director of Marlin Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and officers of the General Partner. The Reporting Person has an indirect interest in Azure Midstream Holdings LLC, which is the sole owner of Azure Midstream Energy LLC ("Azure"), which is the sole member of the General Partner. Pursuant to that certain Option Agreement, dated February 27, 2015, between Azure and NuDevco Midstream Development, LLC ("NuDevco"), Azure has the option to acquire from NuDevco 387,935 common units of the Issuer and 1,744,909 subordinated units of the Issuer (or, if such subordinated units have been converted in to common units of the Issuer, then an equivalent number of common units) (collectively, the "Option Units"). The Reporting Person disclaims beneficial ownership of the Option Units except to the extent of its pecuniary interest therein.
No securities are beneficially owned.
/s/ Eric T. Kalamaras, Attorney-in-fact for Thomas O. Whitener, Jr. 03/09/2015
** 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 5 (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.
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