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) 04/02/2013 | ||||||||||||||||||||||||||
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 |
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(1) | 04/02/2013 | D(2) | 33,804,745 | (1) | (1) | Common Units | 33,804,745 | $0(1) | 0 | I | See footnote(1)(2)(3) |
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. Pursuant to the Contribution, Assignment and Assumption Agreement with Niska Gas Storage Partners LLC (the "Company"), Niska Sponsor Holdings Cooperatief U.A. ("Sponsor Holdings") received 33,804,745 subordinated units ("Subordinated Units") and 100% of the incentive distribution rights ("Former IDRs") upon the closing of the Company's initial public offering on May 17, 2010. The Subordinated Units would have otherwise converted automatically and without further consideration into the Company's common units representing limited partner interests on a one-for-one basis at the end of the subordination period. |
2. Pursuant to the Sponsor Equity Restructuring Agreement by and among the Company and Sponsor Holdings, dated April 2, 2013, Sponsor Holdings's Subordinated Units and Former IDRs were combined and restructured as a new class of incentive distribution rights ("IDRs"), with the terms set forth in the Company's Second Amended and Restated Operating Agreement, dated as of April 2, 2013. |
3. As of April 4, 2013, Sponsor Holdings directly owned the securities reported herein. All other reporting persons' ownership was indirect through Sponsor Holdings. |
/s/ Jason Dubchak, Authorized Signatory, on behalf of Niska Sponsor Holdings Cooperatief U.A. | 04/04/2013 | |
/s/ Jason Dubchak, Authorized Signatory, on behalf of Niska Holdings L.P. | 04/04/2013 | |
/s/ Thomas Walker, Authorized Signatory, on behalf of Carlyle/Riverstone Energy Partners III, L.P. | 04/04/2013 | |
/s/ Thomas Walker, Authorized Signatory, on behalf of C/R Energy GP III, LLC | 04/04/2013 | |
** 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. |