X0306 4 2017-03-08 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 Common Units (Limited Partner Interests) 2017-03-08 4 J 0 9753425 0.00 A 13977709 I See Footnote Upon the completion of the acquisition of JP Energy Partners LP ("JPE") by the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, American Midstream GP, LLC, JPE, JPE Energy GP II LLC, Argo Merger Sub, LLC and Argo Merger GP Sub, LLC, 3,674,187 JPE common units and 14,992,654 JPE subordinated units owned by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"), a direct, wholly owned subsidiary of ArcLight Energy Partners Fund V, L.P. ("Fund V"), were converted into a total of 9,753,425 common units of the Issuer. Does not include (i) 7,187,358 Series A-1 Convertible Preferred Units (the "Series A-1 Units") held directly by High Point Infrastructure Partners, LLC ("HPIP"), which do not have an expiration date and are convertible in whole or in part on an approximate 1.1027:1 basis into common units at any time after January 1, 2014, (ii) 3,079,284 Series A-2 Convertible Preferred Units held by Magnolia (as defined below), which do not have an expiration date and are convertible in whole or in part on an approximate 1.1027:1 basis into common units at any time, (iii) 8,792,205 Series C Convertible Preferred Units (the "Series C Units") (Continued from Footnote 2) held by Magnolia Holdings, which do not have an expiration date and are convertible in whole or in part on an approximate 1:1.0036 basis into common units at any time and (iv) 2,333,333 Series D Convertible Preferred Units (the "Series D Units") held by Magnolia Holdings which are convertible in whole or in part on one-for-one basis, subject to anti-dilution and certain other adjustments, into common units at any time after June 30, 2017. 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. Busbar directly owns 2,255,754 common units out of the 13,977,709 common units reflected in Column 5. Magnolia Infrastructure Partners, LLC, an indirect, wholly owned subsidiary of Fund V ("Magnolia"), directly owns 618,921 common units out of the 13,977,709 common units reflected in Column 5. American Midstream GP, LLC (the "General Partner") directly owns 1,349,609 common units out of the 13,977,709 common units reflected in Column 5. 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. Magnolia Holdings owns approximately 98% of Magnolia and approximately 23% of American Midstream GP, LLC (the "General Partner"). Magnolia owns approximately 90% of the ownership interest in HPIP, which in turn owns approximately 77% of 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 2017-03-10 /s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC, By: Daniel R. Revers, President 2017-03-10 /s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President 2017-03-10 /s/ Regina Gregory, AMERICAN MIDSTREAM GP, LLC, By: Regina Gregory, Senior Vice President 2017-03-10 /s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, Managing Partner 2017-03-10 /s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, Managing Partner 2017-03-10 /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 2017-03-10 /s/ Daniel R. Revers 2017-03-10