X0306 4/A 2017-01-25 2017-01-27 0001362705 Sanchez Production Partners LP SPP 0001656530 Stonepeak Catarina Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true true See Remarks 0001656529 Stonepeak Catarina Upper Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true true See Remarks 0001656528 Stonepeak Infrastructure Fund (Orion AIV) LP 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true true See Remarks 0001656527 Stonepeak Associates LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true true See Remarks 0001656526 Stonepeak GP Holdings LP 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true true See Remarks 0001656525 Stonepeak GP Investors LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true true See Remarks 0001656524 Stonepeak GP Investors Manager LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true true See Remarks 0001550758 Dorrell Michael B. 717 FIFTH AVENUE 25TH FLOOR NEW YORK NY 10022 true true See Remarks 0001550764 Vichie Trent D 717 5TH AVE 25TH FLOOR NEW YORK NY 10022 true true See Remarks Class B Preferred Units 2017-01-25 4 A 0 1704446 A Common Units 1704446 31000887 D These Class B Preferred Units (the "Preferred Units") were issued as partial consideration for the Settlement Agreement entered into by and between Stonepeak Catarina Holdings LLC and the Issuer, effective January 25, 2017, as described in the current report on Form 8-K filed by the Issuer on January 27, 2017, and pursuant to which it was agreed that the "Class B Preferred Purchase Price" (as defined in the Second Amended and Restated Agreement of Limited Partnership of the Issuer) for the Preferred Units would be $11.29. The Preferred Units are convertible into Common Units at any time, at the holder's election, and have no expiration date. Each Preferred Unit is currently convertible into one Common Unit. On December 6, 2016, pursuant to Section 5.10(g) of the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"), the Issuer effected a split of the Preferred Units, resulting in Stonepeak Catarina Holdings LLC holding an additional 9,851,996 Preferred Units. These Preferred Units are owned directly by Stonepeak Catarina Holdings LLC, and indirectly by Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina Holdings LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC. Each Reporting Person disclaims beneficial ownership of the Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Preferred Units for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. This amendment to Form 4 is being filed to adjust the Transaction Code to make it clear that the transaction was exempt from Section 16(b) under Rule 16b-3(d) under the Exchange Act. See Remarks. Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be directors-by-deputization by virtue of Stonepeak Catarina Holdings LLC's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina Holdings LLC, are members of the Board. /s/ Michael Dorrell 2017-02-14 /s/ Trent Vichie 2017-02-14