X0206 3 2014-10-01 0 0001523404 JP Energy Partners LP JPEP 0001619611 LONESTAR MIDSTREAM HOLDINGS, LLC 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02117 1 0 1 1 REFER TO FOOTNOTES 1, 2 & 3 0001502945 ArcLight Capital Partners, LLC 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001441290 ArcLight Capital Holdings, LLC 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001502553 ARCLIGHT ENERGY PARTNERS FUND V, L.P. 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02117 1 0 1 0 0001405456 Revers Daniel R 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02116 1 0 1 0 CLASS A COMMON UNITS (LIMITED PARTNER INTERESTS) 20017938 D CLASS A COMMON UNITS (LIMITED PARTNER INTERESTS) 909000 I BY LIMITED PARTNERSHIP CLASS C COMMON UNITS (LIMITED PARTNER INTERESTS) 42254 D SERIES D PREFERRED UNITS (LIMITED PARTNER INTERESTS) 22.00 COMMON UNITS 1928909 D This Form 3 is filed jointly by Lonestar Midstream Holdings, LLC ("Lonestar"), ArcLight Capital Partners, LLC ("ArcLight Partners"), ArcLight Capital Holdings, LLC ("ArcLight Holdings"), ArcLight Energy Partners Fund V, L.P. ("ArcLight Fund V" and together with ArcLight Partners and ArcLight Holdings, the "ArcLight Entities") and Daniel R. Revers, in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-195787) (the "Registration Statement"). Lonestar owns a 71.25% interest in JP Energy GP II LLC (the "General Partner") and is deemed to indirectly beneficially own the securities held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. The General Partner holds 45 general partner units, which will be converted into a non-economic general partner interest in connection with the closing of (continued from footnote 1) the Issuer's initial public offering (the "Offering"). ArcLight Fund V owns and controls, through one of its wholly owned subsidiaries, Lonestar and therefore may be deemed to indirectly beneficially own the securities held directly by Lonestar. Mr. Revers is a director of the General Partner and is managing partner of ArcLight Partners. ArcLight Partners is the investment manager of, and ArcLight Holdings is the managing partner of the general partner of, ArcLight Fund V. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Partners' investment committee, he may be deemed to indirectly beneficially own the units held by Lonestar. Each of the ArcLight Entities and Mr. Revers disclaims beneficial ownership of the securities held by Lonestar except to the extent of their respective pecuniary interests therein. The units reported in this Form 3 do not give effect to (i) the split of each Class A common unit, Class B common unit and Class C common unit into approximately 0.89 common units of the Issuer prior to the closing of the Offering or (ii) the conversion of the common units (on a post-split basis) into subordinated units and common units of the Issuer, respectively, immediately prior to the closing of the Offering, as further described in the Registration Statement. Represents units held by JP Energy Development LP ("JP Development"), in which Lonestar holds 100% of the equity interests. As a result, Lonestar is deemed to indirectly beneficially own the securities held by JP Development, but disclaims such ownership except to the extent of its pecuniary interest therein. Each Series D Preferred Unit earns a cumulative distribution that is payable in cash or in kind in the form of additional Series D Preferred Units (the "Series D PIK Units"). Series D Preferred Units, including Series D PIK Units, are convertible into common units of the Issuer on a one-for-one basis by Lonestar under certain conditions, and may be redeemed by the Issuer, among other times, at any time prior to the Offering, in each case at a price of $22.00 per Series D Preferred Unit, subject to certain adjustments. Series D Preferred Units do not have an expiration date. Lonestar Midstream Holdings, LLC, By: AL Lonestar, Managing Member, /s/ Daniel R. Revers, President 2014-10-01 ArcLight Capital Partners, LLC, /s/ Daniel R. Revers, Managing Partner 2014-10-01 ArcLight Capital Holdings, LLC, /s/ Daniel R. Revers, Managing Partner 2014-10-01 ArcLight Energy Partners Fund V, L.P., By: ArcLight PEF GP V, LLC, its general partner, By: ArcLight Capital Holdings, LLC, its manager, /s/ Daniel R. Revers, Managing Partner 2014-10-01 /s/ Daniel R. Revers 2014-10-01