0001144204-14-068631.txt : 20141114 0001144204-14-068631.hdr.sgml : 20141114 20141114150605 ACCESSION NUMBER: 0001144204-14-068631 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141114 DATE AS OF CHANGE: 20141114 GROUP MEMBERS: CENTER COAST MLP FOCUS FUND, A SERIES OF IMST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Midcoast Energy Partners, L.P. CENTRAL INDEX KEY: 0001578685 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 611714064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87752 FILM NUMBER: 141223322 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-353-5653 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Center Coast Capital Advisors, LP CENTRAL INDEX KEY: 0001521079 IRS NUMBER: 208780214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 5025 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-759-1400 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 5025 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13G 1 v394487_13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Midcoast Energy Partners LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

59564N103

(CUSIP Number)

November 14, 2014

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 59564N103

NAME OF REPORTING PERSON

Center Coast Capital Advisors, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions)

(a) £

(b) £

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (as of November 14, 2014)

SHARED VOTING POWER

0 (as of November 14, 2014)

SOLE DISPOSITIVE POWER

0 (as of November 14, 2014)

SHARED DISPOSITIVE POWER

0 (as of November 14, 2014)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

0 (as of November 14, 2014)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN

SHARES (See Instructions) £

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0% (as of November 14, 2014)

TYPE OF REPORTING PERSON (See Instructions)

CUSIP No. 59564N103

NAME OF REPORTING PERSON

Center Coast MLP Focus Fund, a series of Investment Managers Series Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions)

(a) £

(b) £

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (as of November 14, 2014)

SHARED VOTING POWE

0 (as of November 14, 2014)

SOLE DISPOSITIVE POWER

0 (as of November 14, 2014)

SHARED DISPOSITIVE POWER

0 (as of November 14, 2014)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

0 (as of November 14, 2014)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN

SHARES (See Instructions) £

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0% (as of November 14, 2014)

TYPE OF REPORTING PERSON (See Instructions)

Item 1.

	(a)	Name of Issuer:

		Midcoast Energy Partners LP

	(b)	Address of Issuer’s Principal Executive Offices:

		1100 Louisiana Street, Suite 3300
		Houston, Texas 77002

Item 2.

	(a)	Name of Person Filing:

		(i) Center Coast Capital Advisors, LP

		(ii) Center Coast MLP Focus Fund, a series of Investment Managers Series Trust

	(b)	Address of Principal Business Office, or if none, Residence:

		(i) 1100 Louisiana Street, Suite 5025
		Houston, Texas 77002

		(ii) 235 W. Galena Street
		Milwaukee, Wisconsin 53212

	(c)	Citizenship:

		(i) Delaware
		(ii) Delaware

	(d)	Title of Class of Securities:

		Common Units

	(e)	CUSIP Number:

		59564N103

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

		(i) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
		(ii) Investment company registered under Section 8 of the Investment Company Act of 1940;

Item 4.	Ownership.

	(a)	Amount beneficially owned:


		0 (as of November 14, 2014)

	(b)	Percent of class:


		0% (as of November 14, 2014)

	(c)	Number of shares as to which the person has:

		(i) Sole power to vote or to direct the vote:

		0 (as of November 14, 2014


		(ii) Shared power to vote or to direct the vote:

		(i) 0 (as of November 14, 2014)


		(iii) Sole power to dispose or to direct the disposition of:

		0 (as of November 14, 2014)


		(iv) Shared power to dispose or to direct the disposition of:

		0 (as of November 14, 2014)


Item 5.	Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

		Center Coast Capital Advisors, LP (“Center Coast”) acts as an investment adviser or investment sub-adviser to certain registered investment companies, pooled investment vehicles and other clients, and may be deemed to be a beneficial owner of securities held by such clients for purposes of Exchange Act Rule 13d-3 because it has shared power to retain, dispose of or vote the securities of such clients. The clients have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. Except as identified herein, no one client has an interest of more than 5% of the issuer. None of the securities listed herein are owned of record by Center Coast.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

		N/A

Item 8.	Identification and Classification of Members of the Group.

		N/A

Item 9.	Notice of Dissolution of Group.

		N/A



Item 10.	Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2014

	CENTER COAST CAPITAL ADVISORS, LP


	By:	/s/ William H. Bauch
		Name: William H. Bauch
		Title: CCO/CFO


	CENTER COAST MLP FOCUS FUND, a series of INVESTMENT MANAGERS SERIES TRUST


	By:	/s/ Sardjono Kadiman
		Name: Sardjono Kadiman
		Title: Asst. Treasurer