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*
Maxwell W Keith III

(Last) (First) (Middle)
C/O MARLIN MIDSTREAM PARTNERS, LP
2105 CITY WEST BOULEVARD, SUITE 100

(Street)
HOUSTON TX 77042

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Marlin Midstream Partners, LP [ FISH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
SEE FOOTNOTES 2 &3
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 representing limited partner interests 07/29/2013 P 1 A $19.62 1,939,266(1) I See footnotes(1)(2)
Common Units representing limited partner interests 08/27/2013 P 175 A $19.28 1,939,441(3) I See footnotes(2)(3)
Common Units representing limited partner interests 33,200 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
Subordinated Units (Limited Partner Interests) (4) (4) (4) Common Units 8,724,545 8,724,545 I See footnotes(2)(5)
1. Name and Address of Reporting Person*
Maxwell W Keith III

(Last) (First) (Middle)
C/O MARLIN MIDSTREAM PARTNERS, LP
2105 CITY WEST BOULEVARD, SUITE 100

(Street)
HOUSTON TX 77042

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
SEE FOOTNOTES 2 &3
1. Name and Address of Reporting Person*
NuDevco Midstream Development, LLC

(Last) (First) (Middle)
2105 CITYWEST BOULEVARD, SUITE 100

(Street)
HOUSTON TX 77042

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NuDevco Partners, LLC

(Last) (First) (Middle)
2105 CITYWEST BOULEVARD, SUITE 100

(Street)
HOUSTON TX 77042

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NuDevco Partners Holdings, LLC

(Last) (First) (Middle)
2105 CITYWEST BOULEVARD, SUITE 100

(Street)
HOUSTON TX 77042

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Marlin Midstream GP, LLC

(Last) (First) (Middle)
2105 CITYWEST BOULEVARD, SUITE 100

(Street)
HOUSTON TX 77042

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Marlin IDR Holdings, LLC

(Last) (First) (Middle)
2105 CITYWEST BOULEVARD, SUITE 100

(Street)
HOUSTON TX 77042

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Of the 1,939,266 units reported, 1,939,265 units are owned directly by NuDevco and 1 unit is owned directly by an immediate family member of W. Keith Maxwell III. Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Holdings is the sole member of NuDevco. NuDevco is the sole member of both the General Partner and Marlin IDR Holdings. Accordingly, NuDevco Partners, NuDevco Holdings, NuDevco, the General Partner and Marlin IDR Holdings are direct and indirect wholly owned subsidiaries of Mr. Maxwell, and Mr. Maxwell, NuDevco Partners and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco and the General Partner, and NuDevco may be deemed to indirectly own the securities of the Issuer held directly by the General Partner, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
2. This Form 4 is filed jointly by W. Keith Maxwell III, NuDevco Partners, LLC ("NuDevco Partners"), NuDevco Partners Holdings, LLC ("NuDevco Holdings"), NuDevco Midstream Development, LLC ("NuDevco"), Marlin Midstream GP, LLC (the "General Partner") and Marlin IDR Holdings, LLC ("Marlin IDR Holdings") in connection with the open market purchase of common units representing limited partner interests in the issuer by an immediate family member of W. Keith Maxwell III.
3. Of the 1,939,441 units reported, 1,939,265 units are owned directly by NuDevco and 176 units are owned directly by immediate family members of W. Keith Maxwell III. Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Holdings is the sole member of NuDevco. NuDevco is the sole member of both the General Partner and Marlin IDR Holdings. Accordingly, NuDevco Partners, NuDevco Holdings, NuDevco, the General Partner and Marlin IDR Holdings are direct and indirect wholly owned subsidiaries of Mr. Maxwell, and Mr. Maxwell, NuDevco Partners and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco and the General Partner, and NuDevco may be deemed to indirectly own the securities of the Issuer held directly by the General Partner, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
4. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-189645).
5. Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Holdings is the sole member of NuDevco. NuDevco is the sole member of both the General Partner and Marlin IDR Holdings. Accordingly, NuDevco Partners, NuDevco Holdings, NuDevco, the General Partner and Marlin IDR Holdings are direct and indirect wholly owned subsidiaries of Mr. Maxwell, and Mr. Maxwell, NuDevco Partners and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco and the General Partner, and NuDevco may be deemed to indirectly own the securities of the Issuer held directly by the General Partner, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
Remarks:
/s/ Terry D. Jones, Attorney-in-fact for W. Keith Maxwell III 08/25/2014
/s/ Terry D. Jones, Executive Vice President and General Counsel NuDevco Midstream Development, LLC 08/25/2014
/s/ Terry D. Jones, Executive Vice President and General Counsel NuDevco Partners, LLC 08/25/2014
/s/ Terry D. Jones, Executive Vice President and General Counsel NuDevco Partners Holdings, LLC 08/25/2014
/s/ Terry D. Jones, Executive Vice President and General Counsel Marlin Midstream GP, LLC 08/25/2014
/s/ Terry D. Jones, Executive Vice President and General Counsel Marlin IDR Holdings, LLC 08/25/2014
** 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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