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)
04/02/2013
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
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(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*
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 Holdings 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)
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*
C/R Energy GP III, LLC

(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)
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
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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