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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LONESTAR MIDSTREAM HOLDINGS, LLC (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol JP Energy Partners LP [ JPEP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) REFER TO FOOTNOTES 1, 2 & 3
	3. Date of Earliest Transaction (Month/Day/Year) 10/07/2014
	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
CLASS A COMMON (LIMITED PARTNER INTERESTS)	10/07/2014		C		17,820,028	D	(3)(4)	0	D(1)(2)(3)
CLASS C COMMON (LIMITED PARTNER INTERESTS)	10/07/2014		C		37,615	D	(3)(4)	0	D(1)(2)(3)
COMMON UNITS (LIMITED PARTNER INTERESTS)	10/07/2014		C		3,514,914	A	(3)	3,514,914	D(1)(2)(3)
CLASS A COMMON (LIMITED PARTNER INTERESTS)	10/07/2014		C		809,195	D	(3)(4)	0	I	BY LP(3)(4)(5)
COMMON UNITS (LIMITED PARTNER INTERESTS)	10/07/2014		C		159,273	A	(3)	159,273	I	BY LP(3)(5)

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
SERIES D PREFERRED UNITS (LIMITED PARTNER INTERESTS)	$22	10/07/2014		C			1,928,909	(6)	(6)	COMMON UNITS	1,928,909	$0	0	D(1)(2)(3)
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)	(7)	10/07/2014		C		14,342,733		(7)	(7)	COMMON UNITS	14,342,733	(3)	14,342,733	D(1)(2)(3)
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)	(7)	10/07/2014		C		649,921		(7)	(7)	COMMON UNITS	649,921	(3)	649,921	I	BY LP(3)(5)

1. Name and Address of Reporting Person* LONESTAR MIDSTREAM HOLDINGS, LLC (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) REFER TO FOOTNOTES 1, 2 & 3

1. Name and Address of Reporting Person* ArcLight Capital Partners, LLC (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ArcLight Capital Holdings, LLC (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARCLIGHT ENERGY PARTNERS FUND V, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Revers Daniel R (Last) (First) (Middle) 200 CLARENDON STREET 55TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is filed jointly by Lonestar Midstream Holdings, LLC ("Lonestar"), ArcLight Capital Partners, LLC ("ArcLight Partners"), ArcLight Capital Holdings, LLC ("ArcLight Holdings"), ArcLight Energy Partners Fund V, L.P. ("ArcLight Fund V" and together with ArcLight Partners and ArcLight Holdings, the "ArcLight Entities") and Daniel R. Revers, in connection with the closing of the Issuer's initial public offering (the "Offering") of common units representing limited partner interests pursuant to a Registration Statement on Form S-1 (Registration No. 333-195787) (the "Registration Statement"). Following the closing, Lonestar owns a 71.25 % interest in JP Energy GP II LLC (the "General Partner") and is deemed to indirectly beneficially own the securities held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. The General Partner holds a non-economic general partner interest in the Issuer.

2. continued from footnote 1) ArcLight Fund V owns and controls, through one of its wholly owned subsidiaries, Lonestar, and therefore may be deemed to indirectly beneficially own the securities held directly by Lonestar. Mr. Revers is a director of the General Partner and is managing partner of ArcLight Partners. ArcLight Partners is the investment manager of, and ArcLight Holdings is the managing partner of the general partner of, ArcLight Fund V. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Partners' investment committee, he may be deemed to indirectly beneficially own the units held by Lonestar. Each of the ArcLight Entities and Mr. Revers disclaims beneficial ownership of the securities held by Lonestar except to the extent of their respective pecuniary interests therein.

3. The Class A, Class B and Class C common units, as applicable (collectively, the "Existing Common Units"), reported in this Form 4 give effect to the split of each Existing Common Unit, respectively, into approximately 0.89 common units of the Issuer prior to the closing of the Offering. Following the aforementioned split and immediately prior to the closing of the Offering, the Existing Common Units then converted into subordinated units and common units of the Issuer, such that approximately 80.3% of the Existing Common Units converted into subordinated units and approximately 19.7% of the Existing Common Units converted into common units.

4. Represents securities that were disposed of in connection with the split and conversion that took place immediately prior to the closing of the Offering as described in footnote 3.

5. Represents units held by JP Energy Development LP ("JP Development"), in which Lonestar holds 100% of the equity interests. As a result, Lonestar is deemed to indirectly beneficially own the securities held by JP Development, but disclaims such ownership except to the extent of its pecuniary interest therein.

6. Each Series D Preferred Unit was redeemed for $22.00 in cash with a portion of the proceeds from the Offering via a previously approved redemption by the Issuer.

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

	Lonestar Midstream Holdings, LLC, By: AL Lonestar, LLC, Managing Member, /s/ Daniel R. Revers, President	10/08/2014
	ArcLight Capital Partners, LLC, /s/ Daniel R. Revers, Managing Parter	10/08/2014
	ArcLight Capital Holdings, LLC, /s/ Daniel R. Revers, Managing Parter	10/08/2014
	ArcLight Energy Partners Fund V, L.P., By: ArcLight PEF GP V, LLC, its general partner, By: ArcLight Capital Holdings, LLC, its manager, /s/ Daniel R. Revers, Managing Partner	10/08/2014
	/s/ Daniel R. Revers	10/08/2014
	** Signature of Reporting Person	Date
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* 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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