X0306 4 2016-08-12 0 0001513965 American Midstream Partners, LP AMID 0001502553 ARCLIGHT ENERGY PARTNERS FUND V, L.P. C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON MA 02117 1 0 1 1 SEE REMARKS 0001673060 Magnolia Infrastructure Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001638285 Magnolia Infrastructure Partners, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001575227 High Point Infrastructure Partners, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001441290 ArcLight Capital Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001502945 ArcLight Capital Partners, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001405456 Revers Daniel R C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001526603 American Midstream GP, LLC ATTENTION: REGINA GREGORY 2103 CITYWEST BLVD., BLDG. 4 - 7TH FLR HOUSTON TX 77042 1 0 1 0 Series A-1 Convertible Preferred Units 2016-08-12 4 J 0 107708 15.94 A Common Units 118227 6966523 I See Footnote Series A-2 Convertible Preferred Units 2016-08-12 4 J 0 46145 15.94 A Common Units 50652 2984672 I See Footnote Series C Convertible Preferred Units 2016-08-12 4 J 0 93039 14.00 A Common Units 93039 8664468 I See Footnote Series D Convertible Preferred Units 2016-10-31 4 P 0 2333333 15.00 A Common Units 2333333 2333333 I See Footnote Represents Series A-1 Convertible Preferred Units (the "Series A-1 Units") held directly by High Point Infrastructure Partners, LLC ("HPIP") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-1 Units owned on the distribution record date. The Series A-1 Units have no expiration date and are convertible in whole or in part into common units of the Issuer ("Common Units") at a conversion ratio of 1:1.098 at any time. Represents the aggregate number of Series A-1 Units held after the acquisition of Series A-1 Units reported in Column 5 of this line item. Represents Series A-2 Convertible Preferred Units (the "Series A-2 Units") held by Magnolia Infrastructure Partners, LLC ("Magnolia") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-@ Units owned on the distribution record date. The Series A-2 Units have no expiration date and are convertible into Common Units at a conversion ratio of 1:1.098 at any time. Represents the aggregate number of Series A-2 Units held after the acquisition of Series A-2 Units reported in Column 5 of this line item. Represents Series C Convertible Preferred Units (the "Series C Units") held directly by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series C Units owned on the distribution record date. The Series C Units have no expiration date and are convertible into Common Units at anytime at the holder's election, initially on a one-for-one basis, subject to anti-dilution and certain other adjustments. Subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series C Units to the Issuer. Represents the aggregate number of Series C Units held after the acquisition of Series C Units reported in Column 5 of this line item. Represents Series D Convertible Preferred Units (the "Series D Units") purchased by Magnolia Holdings. The Series D Units have no expiration date and are convertible after June 30, 2017 into Common Units at the holder's election, initially on a one-for-one basis, subject to anti-dilution and certain other adjustments. On or prior to June 30, 2017, subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series D Units. ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and Fund V, the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V directly owns Busbar II, LLC ("Busbar") and Magnolia Holdings, which owns Magnolia. Fund V, through indirectly controlled subsidiaries, also owns approximately 90% of the ownership interest in HPIP, which in turn owns 95% of American Midstream GP, LLC (the "General Partner"). As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia Holdings, Busbar, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. /s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President 2016-11-02 /s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC, By: Daniel R. Revers, President 2016-11-02 /s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President 2016-11-02 /s/ Regina Gregory, AMERICAN MIDSTREAM GP, LLC, By: Regina Gregory, Senior Vice President 2016-11-02 /s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, Managing Partner 2016-11-02 /s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, Managing Partner 2016-11-02 /s/ Daniel R. Revers, ARCLIGHT ENERGY PARTNERS FUND V, L.P., By: ArcLight PEF GP V, LLC, its General Partner, By: ArcLight Capital Holdings, LLC, its Manager, By: Daniel R. Revers, Managing Partner 2016-11-02 /s/ Daniel R. Revers, Daniel R. Revers 2016-11-02