Stonepeak GP Investors Holdings LP - Jun 26, 2023 Form 3 Insider Report for Evolve Transition Infrastructure LP (SNMP)

Signature
See Exhibit 99.1
Stock symbol
SNMP
Transactions as of
Jun 26, 2023
Transactions value $
$0
Form type
3
Date filed
7/6/2023, 09:55 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SNMP Common Units 191M Jun 26, 2023 See Footnotes F1, F4, F5, F9, F10
holding SNMP Common Units 4.51M Jun 26, 2023 See Footnotes F2, F4, F5, F9, F10
holding SNMP Common Units 9M Jun 26, 2023 See Footnotes F3, F4, F5, F9, F10
holding SNMP Class C Preferred Units 37.8M Jun 26, 2023 See Footnotes F1, F4, F5, F6, F9, F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SNMP Warrant (right to buy) Jun 26, 2023 Common Units 27M $0.00 See Footnotes F1, F4, F5, F7, F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These Common Units, Class C Preferred Units and Warrant are owned directly by Stonepeak Catarina Holdings LLC ("Stonepeak Catarina").
F2 These Common Units are owned directly by SP Common Equity Subsidiary LLC ("SPCE Sub"). Stonepeak Catarina is the sole member of SPCE Sub.
F3 These Common Units are owned directly by SP Preferred Equity Subsidiary LLC ("SPPE Sub"). Stonepeak Catarina is the sole member of SPPE Sub.
F4 Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Holdings LP is the managing member of Stonepeak GP Investors LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP. Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP.
F5 Mr. Michael B. Dorrell is the Chairman, Chief Executive Officer, co-founder and sole member of Stonepeak GP Investors Holdings Manager LLC.
F6 The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units.
F7 The Warrant may be exercised at any time and from time to time during the period beginning on August 2, 2019 and ending on the later of the seventh anniversary of such date and the date thirty days after the date on which all of the Class C Preferred Units have been redeemed for a number of Junior Securities (which includes equity interests of the Issuer and its general partner that rank junior to the Class C Preferred Units, including, but not limited to, Common Units) equal to 10% of the then-outstanding applicable class of Junior Securities as of the exercise date. As such, the number of Common Units underlying this Warrant as reported in Column 3 is an approximate and is subject to change.
F8 No purchase price will be payable in connection with the exercise of the Warrant.
F9 Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
F10 Each of SPCE Sub, SPPE Sub, Stonepeak Catarina, Stonepeak Texas Midstream Holdco LLC, Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, and Mr. Dorrell previously reported their beneficial ownership of the securities reported herein.

Remarks:

Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be a director-by-deputization by virtue of Stonepeak Catarina's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). David Kinder and Michael Heim serve as Stonepeak Catarina's designated directors on the Board. In addition, Michael Bricker and John Steen also serve as members of the Board.