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* Maxwell W Keith III (Last) (First) (Middle) 2105 CITYWEST BOULEVARD, SUITE 100 (Street) HOUSTON TX 77042 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2013	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 X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. 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 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)
Common Units (Limited Partner Interests)	0(3)(4)(5)	I	See footnotes(1)(2)

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
Subordinated Units (Limited Partner Interests)	(6)	(6)	Common Units	(3)(4)(5)	$0.00(6)	I	See footnotes(1)(2)

1. Name and Address of Reporting Person* Maxwell W Keith III (Last) (First) (Middle) 2105 CITYWEST 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) Chief Executive Officer

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* 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* 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. This Form 3 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 effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-189645) (the "Registration Statement"). 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. (Continued in Footnote 2)

2. 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

3. As of the effectiveness of the Registration Statement, (i) NuDevco owns a 98% limited partner interest in the Issuer, (ii) the General Partner owns a 2% general partner interest in the Issuer.

4. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer and the related formation transactions NuDevco will hold as of the closing of the initial public offering (i) 2,474,545 common units, representing a 13.9% limited partner interest in the Issuer, and (ii) 8,724,545 subordinated units, representing a 49.0% limited partner interest in the Issuer, for a combined 62.9% limited partner interest in the Issuer (or up to 1,537,045 common units and 8,724,545 subordinated unites, representing a combined 57.6% limited partner interest in the Issuer, if the underwriters exercise their option to purchase additional common units in full), and Marlin IDR Holdings will hold 100% of the Incentive Distribution Rights of the Issuer.

5. In connection with the closing of the initial public offering of the Issuer, the General Partner will own approximately 356,104 general partner units, representing its 2.0% general partner interest in the Issuer.

6. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Terry D. Jones, Attorney-in-fact for W. Keith Maxwell III	07/25/2013
	/s/ Terry D. Jones Executive Vice President and General Counsel NuDevco Partners, LLC	07/25/2013
	/s/ Terry D. Jones Executive Vice President and General Counsel NuDevco Partners Holdings, LLC	07/25/2013
	/s/ Terry D. Jones Executive Vice President and General Counsel NuDevco Midstream Development, LLC	07/25/2013
	/s/ Terry D. Jones Executive Vice President and General Counsel Marlin Midstream GP, LLC	07/25/2013
	/s/ Terry D. Jones Executive Vice President and General Counsel Marlin IDR Holdings, LLC	07/25/2013
	** Signature of Reporting Person	Date
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