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
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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*
ENERGY CAPITAL PARTNERS II, LLC

(Last) (First) (Middle)
51 JOHN F. KENNEDY PARKWAY
SUITE 1250

(Street)
SHORT HILLS NJ 07078

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [ SMLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
See Footnotes
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2016
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
COMMON UNITS (LIMITED PARTNER INTERESTS) 02/16/2016 C 24,409,850 A (1) 29,703,421 I(2) BY: SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS) 02/16/2016 P 59,025(4) A $16.18(5)(6) 2,299,194 I(3) BY: SMLP HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS) 02/17/2016 P 90,978(4) A $16.06(6)(7) 2,390,172 I(3) BY: SMLP HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS) 02/18/2016 P 60,262(4) A $15.64(6)(8) 2,450,434 I(3) BY: SMLP HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS) 151,160 I(2) BY: SUMMIT MIDSTREAM PARTNERS, LLC
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
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) $0(1) 02/16/2016 C 24,409,850 (1) (1) COMMON UNITS (LIMITED PARTNER INTERESTS) 24,409,850 (1) 0 I(2) BY: SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS II, LLC

(Last) (First) (Middle)
51 JOHN F. KENNEDY PARKWAY
SUITE 1250

(Street)
SHORT HILLS NJ 07078

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS II, LP

(Last) (First) (Middle)
51 JOHN F. KENNEDY PARKWAY
SUITE 1250

(Street)
SHORT HILLS NJ 07078

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS II-A, LP

(Last) (First) (Middle)
51 JOHN F. KENNEDY PARKWAY
SUITE 1250

(Street)
SHORT HILLS NJ 07078

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS II-B IP, LP

(Last) (First) (Middle)
51 JOHN F. KENNEDY PARKWAY
SUITE 1250

(Street)
SHORT HILLS NJ 07078

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENERGY CAPITAL PARTNERS II-C (SUMMIT IP), LP

(Last) (First) (Middle)
51 JOHN F. KENNEDY PARKWAY
SUITE 1250

(Street)
SHORT HILLS NJ 07078

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Energy Capital Partners II (Summit Co-Invest), LP

(Last) (First) (Middle)
51 JOHN F. KENNEDY PARKWAY
SUITE 1250

(Street)
SHORT HILLS NJ 07078

(City) (State) (Zip)
Explanation of Responses:
1. The subordinated units were converted into common units on a one-for-one basis after the expiration of the subordination period, which occurred on February 16, 2016, pursuant to the Issuer's First Amended and Restated Agreement of Limited Partnership.
2. The subordinated units were held by Summit Midstream Partners Holdings, LLC ("SMPH"). The sole member of SMPH is in Summit Midstream Partners, LLC ("Summit"). Energy Capital Partners II, LP and its parallel and co-investment funds (collectively, the "ECP Funds"), hold, in the aggregate, greater than a majority of the membership interests in Summit. Energy Capital Partners II, LLC ("ECP II," and together with the ECP Funds, "ECP") is the general partner of the general partner of each ECP Fund that holds membership interests in Summit and has voting and investment control over the securities held thereby. Accordingly, ECP may be deemed to indirectly beneficially own the 29,703,421 common units now held by SMPH in addition to the 151,160 common units held by Summit, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
3. Certain of the ECP Funds also collectively hold all of the membership interests in SMLP Holdings, LLC (''SMLP Holdings''). Accordingly, ECP II and certain of the ECP Funds may be deemed to indirectly beneficially own the 2,450,434 common units held by SMLP Holdings but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
4. Units were purchased pursuant to a 10b5-1 plan entered into on December 15, 2015.
5. These common units were purchased in multiple transactions ranging from $15.70 to $16.50, inclusive.
6. The price reported in Column 4 is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in footnotes 5, 7 and 8.
7. These common units were purchased in multiple transactions ranging from $15.77 to $16.41, inclusive.
8. These common units were purchased in multiple transactions ranging from $15.28 to $16.05, inclusive.
Energy Capital Partners II, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel 02/18/2016
Energy Capital Partners II-A, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel 02/18/2016
Energy Capital Partners II-B IP, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel 02/18/2016
Energy Capital Partners II-C (Summit IP), LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel 02/18/2016
Energy Capital Partners II (Summit Co-Invest), LP By: Energy Capital Partners GP II Co-Investment (Summit), LLC Its: General Partner By: Energy Capital Partners II, LLC Its: Managing Member By: /s/ Enoch O. Varner Title: Counsel 02/18/2016
Energy Capital Partners II, LLC By: /s/ Enoch O. Varner Title: Counsel 02/18/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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