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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Niska Gas Storage Partners LLC [ NKA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/17/2010 | A | 13,679,745(2)(4) | A | (2) | 13,679,745 | I | See footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $0(3) | 05/17/2010 | A | 33,804,745 | (3) | (3) | Common Units | 33,804,745 | $0(2) | 33,804,745 | I | See footnote(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. As of May 17, 2010, Niska Sponsor Holdings Cooperatief U.A. ("Sponsor Holdings") directly owned the securities reported herein. All other reporting persons' ownership was indirect through Sponsor Holdings. |
2. Pursuant to the Contribution, Assignment and Assumption Agreement with Niska Gas Storage Partners LLC (the "Company"), Sponsor Holdings has received 13,179,745 common units, 33,804,745 subordinated units, and 100% of the incentive distribution rights upon the closing of the Company's initial public offering on May 17, 2010. |
3. 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). |
4. In connection with the initial public 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. |
/s/ E. Bartow Jones, Board of Managers, on behalf of Niska Sponsor Holdings Cooperatief U.A. | 05/17/2010 | |
/s/ E. Bartow Jones, Board of Supervisors, on behalf of Niska GS Holdings Canada, L.P. | 05/17/2010 | |
/s/ Thomas Walker, Authorized Signatory, on behalf of Carlyle/Riverstone Energy Partners III, L.P. | 05/17/2010 | |
/s/ Thomas Walker, Authorized Signatory, on behalf of C/R Energy GP III, LLC | 05/17/2010 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |