0001140361-23-023505.txt : 20230508 0001140361-23-023505.hdr.sgml : 20230508 20230508161542 ACCESSION NUMBER: 0001140361-23-023505 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230504 FILED AS OF DATE: 20230508 DATE AS OF CHANGE: 20230508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Holdings LP CENTRAL INDEX KEY: 0001656526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897957 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dorrell Michael B. CENTRAL INDEX KEY: 0001550758 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897954 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors Manager LLC CENTRAL INDEX KEY: 0001656524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897955 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors LLC CENTRAL INDEX KEY: 0001656525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897956 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Texas Midstream Holdco LLC CENTRAL INDEX KEY: 0001833393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897953 BUSINESS ADDRESS: STREET 1: 550 WEST 34TH STREET STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 550 WEST 34TH STREET STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Associates LLC CENTRAL INDEX KEY: 0001656527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897958 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Infrastructure Fund (Orion AIV) LP CENTRAL INDEX KEY: 0001656528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897959 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Catarina Upper Holdings LLC CENTRAL INDEX KEY: 0001656529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897960 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Catarina Holdings LLC CENTRAL INDEX KEY: 0001656530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 23897961 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Evolve Transition Infrastructure LP CENTRAL INDEX KEY: 0001362705 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 113742489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1360 POST OAK BLVD STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-783-8000 MAIL ADDRESS: STREET 1: 1360 POST OAK BLVD STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: Sanchez Midstream Partners LP DATE OF NAME CHANGE: 20170605 FORMER COMPANY: FORMER CONFORMED NAME: Sanchez Production Partners LP DATE OF NAME CHANGE: 20150306 FORMER COMPANY: FORMER CONFORMED NAME: Sanchez Production Partners LLC DATE OF NAME CHANGE: 20141006 4 1 form4.xml X0407 4 2023-05-04 0001362705 Evolve Transition Infrastructure LP SNMP 0001656530 Stonepeak Catarina Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656529 Stonepeak Catarina Upper Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656528 Stonepeak Infrastructure Fund (Orion AIV) LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656527 Stonepeak Associates LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656526 Stonepeak GP Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656525 Stonepeak GP Investors LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656524 Stonepeak GP Investors Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001550758 Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001833393 Stonepeak Texas Midstream Holdco LLC 550 WEST 34TH STREET 48TH FLOOR NEW YORK NY 10001 true true See Remarks false Common Units 2023-05-04 4 A 0 28403130 A 191234608 D Common Units 4509792 I See Footnotes Common Units 9000000 I See Footnotes Upon the approval of Supplemental Listing Application by the NYSE American on May 4, 2023, there were no further conditions to the payment of the first quarter 2023 distribution of the Class C Preferred Units in the form of Common Units, pursuant to which Stonepeak Catarina Holdings LLC ("Stonepeak Catarina") will acquire 28,403,130 Common Units (the "Q1 2023 Distribution"). The Reporting Persons expect the Issuer to issue the Common Units in the Q1 2023 Distribution to Stonepeak Catarina on May 23, 2023. These Common Units are owned directly by SP Common Equity Subsidiary LLC ("SPCE Sub"). Stonepeak Catarina is the sole member of SPCE Sub. These Common Units are owned directly by SP Preferred Equity Subsidiary LLC ("SPPE Sub"). Stonepeak Catarina is the sole member of SPPE Sub. Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and 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. Mr. Dorrell serves as the sole controlling managing member of Stonepeak GP Investors Manager LLC. Each Reporting Person disclaims beneficial ownership of the Common 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 Common Units for purposes of Section 16 of the Exchange Act, or for any other purpose. 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 a director-by-deputization by virtue of Stonepeak Catarina'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"). David Kinder and Michael Heim serve as Stonepeak Catarina's designated directors on the Board. In addition, Michael Bricker and John Steen also serve as members of the Board. /s/ Michael Dorrell 2023-05-08 EX-99.1 2 brhc20052431_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

STONEPEAK CATARINA HOLDINGS LLC
By: STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member
By: STONEPEAK CATARINA UPPER HOLDINGS LLC, its managing member
By: STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 05/08/2023
STONEPEAK CATARINA UPPER HOLDINGS LLC
By: STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 05/08/2023
STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 05/08/2023

STONEPEAK ASSOCIATES LLC
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 05/08/2023
STONEPEAK GP HOLDINGS LP
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 05/08/2023
STONEPEAK GP INVESTORS LLC
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 05/08/2023
STONEPEAK GP INVESTORS MANAGER LLC
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 05/08/2023
STONEPEAK TEXAS MIDSTREAM HOLDCO LLC
By: STONEPEAK ASSOCIATES LLC, its managing member
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 05/08/2023