X0206 3 2016-01-31 0 0001362705 Sanchez Production Partners LP SPP 0001568939 HITE Hedge Asset Management LLC 300 WASHINGTON STREET SUITE 308 NEWTON MA 02458 0 0 1 1 See explanation of responses 0001496278 HITE Hedge LP 300 WASHINGTON STREET SUITE 308 NEWTON MA 02458 0 0 1 0 0001519590 HITE MLP LP 300 WASHINGTON STREET SUITE 308 NEWTON MA 02458 0 0 1 0 0001617140 HITE Hedge QP LP 300 WASHINGTON STREET SUITE 308 NEWTON MA 02458 0 0 1 0 0001559404 HITE MLP Advantage LP 300 WASHINGTON STREET SUITE 308 NEWTON MA 02458 0 0 1 0 0001672471 Jampel James M 300 WASHINGTON STREET SUITE 308 NEWTON MA 02458 0 0 1 0 Common Units 555273 I See footnotes Cash Settled Equity Swaps Common Units 169000 I See footnotes The securities disclosed in this Form 3 may be deemed to be indirectly beneficially owned by HITE Hedge Asset Management LLC. The securities are directly held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP and HITE MLP Advantage LP (collectively, the "HITE Funds"), for which HITE Hedge Asset Management LLC is the investment adviser. Mr. Jampel serves as Managing Member of HITE Hedge Asset Management LLC. (Continued from footnote 1) Each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed to be the indirect beneficial owners of such Common Units held by the HITE Funds by virtue of their direct and indirect control of the HITE Funds. (Continued from footnote 2) The Reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(g) group with HITE Hedge Asset Management LLC as disclosed in a Schedule 13G filed on behalf of the Reporting Persons on April 18, 2016. As of April 18, 2016, the members of this Section 13(g) group collectively owned more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein. The number of Common Units reported herein does not include additional Common Units in an aggregate amount of at least 210,621 that HITE believes the Reporting Persons are entitled to receive pursuant to the terms of the Issuer's Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2015. The Reporting Persons are in discussions with the Issuer about their entitlement to these Common Units. Two funds for which HITE serves as investment adviser are party to cash-settled equity swap agreements with a dealer, referencing a portfolio of securities that includes a notional 169,000 Common Units (the "Equity Swaps"). The Equity Swaps do not provide for a pre-determined expiration date. At the end of each calendar month, each such fund is obligated to pay to the dealer any net decrease in the market price of a portfolio of securities (which includes the notional Common Units noted above), and (ii) the dealer will be obligated to pay to each such fund any net increase in the market price of such portfolio of securities. In addition, each fund will pay to the dealer certain agreed upon periodic financing charges. The dealer will pay to each fund the equivalent of any dividends paid to the beneficial owners of the referenced securities during the term of the swap agreements. The Equity Swaps may be settled only in cash and do not give the Reporting Persons direct or indirect voting, HITE Hedge Asset Management LLC, By: /s/ James M. Jampel, Managing Member 2016-04-18 HITE Hedge LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 2016-04-18 HITE MLP LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 2016-04-18 HITE Hedge QP LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 2016-04-18 HITE MLP Advantage LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 2016-04-18 /s/ James M. Jampel 2016-04-18