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*
Niska Sponsor Holdings Cooperatief U.A.

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

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
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 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)
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*
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. 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).
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