SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Niska Sponsor Holdings Cooperatief U.A.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2010
3. Issuer Name and Ticker or Trading Symbol
Niska Gas Storage Partners LLC [ NKA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common units 0(1)(2)(3)(4) I See Note(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units (5) (5) Common Units (1)(3)(5) (5) I See Note(2)
1. Name and Address of Reporting Person*
Niska Sponsor Holdings Cooperatief U.A.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 2500

(Street)
HOUSTON TX 77002

(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*
Niska GS Holdings Canada, L.P.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 2500

(Street)
HOUSTON TX 77002

(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*
Carlyle/Riverstone Energy Partners III, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(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*
C/R Energy GP III, LLC

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(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 is jointly filed by Niska Sponsor Holdings Cooperatief U.A. ("Sponsor Holdings"), Niska GS Holdings Canada, L.P., Carlyle/Riverstone Energy Partners III, L.P., and C/R Energy GP III, LLC.
2. As of May 10, 2010, Sponsor Holdings indirectly owned, through Niska Gas Storage Management LLC, 100% of the limited liability company interest in Niska Gas Storage Partners LLC (the "Company"). All other reporting persons' ownership was indirect through Sponsor Holdings.
3. Pursuant to the Contribution, Assignment and Assumption Agreement with the Company, Sponsor Holdings will own 16,304,745 common units and 33,804,745 subordinated units, as well as 100% of the incentive distribution rights of the Company, upon the closing of the Company's initial public offering. If the Company increases or decreases the number of common units to be sold to the public through the underwriters, the Company will correspondingly decrease or increase the number of common units to be issued to Sponsor Holdings, respectively.
4. In connection with the offering, the Company has granted the underwriters a 30 day over allotment option. In the event that some or all of the option is not exercised, the Company shall issue common units to Sponsor Holdings in an amount equal to the portion of the option not exercised by the underwriters.
5. The subordinated units will convert into common units on a one-for one basis at the end of the subordination period described in the Company's Registration Statement on Form S-1 (333-165007).
/s/ E. Bartow Jones, Board of Managers, on behalf of Niska Sponsor Holdings Cooperatief U.A. 05/10/2010
/s/ Thomas Walker, Authorized Signatory, on behalf of Carlyle/Riverstone Energy Partners III, L.P. 05/10/2010
/s/ Thomas Walker, Authorized Signatory, on behalf of C/R GP III, LLC 05/10/2010
/s/ E. Bartow Jones, Board of Supervisors, on behalf of Niska GS Holdings Canada, L.P. 05/10/2010
** 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 5 (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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