Edgar Filing: Marlin Midstream Partners, LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Jenness Charles W.

2. Issuer Name and Ticker or Trading Symbol
Marlin Midstream Partners, LP [FISH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MARLIN MIDSTREAM PARTNERS, LP, 2105 CITY WEST BOULEVARD, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2015

(Street)

HOUSTON, TX 77042

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partner interests	02/19/2015⁽¹⁾		M⁽²⁾		5,000	A	$ 0 ⁽³⁾	17,500	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Units

⁽³⁾

02/19/2015

5,000

02/15/2015

⁽⁴⁾

Common Units

5,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Jenness Charles W. C/O MARLIN MIDSTREAM PARTNERS, LP 2105 CITY WEST BOULEVARD, SUITE 100 HOUSTON, TX 77042	X

Signatures

/s/ Terry D. Jones, Attorney-in-fact for Charles W. Jenness		02/19/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Date request was made by Issuer to Issuer's transfer agent to issue common units to those grantees whose phantom units vested on February 15, 2014, pursuant to the Marlin Midstream Parners, LP 2013 Long-Term Incentive Plan.
(2)	Represents the conversion upon vesting of phantom units into common units. On December 15, 2014, the reporting person was granted 5,000 phantom units of which 5,000 units vested on February 15, 2015. Such phantom units were previously reported in Table II on a Form 4 filed with the Securities Exchange Commission on December 16, 2014.
(3)	Each phantom unit is the economic equivalent of one common unit (limited partner interest) and entitles the grantee to receive one common unit or an amount of cash equal to the fair market value of a common unit upon the vesting of the phantom unit.
(4)	Phantom units do not expire.
Remarks: Charles W. Jenness is a Director of Marlin Midstream GP, LLC, the general partner of the Issuer (the "General Partner". The General Partner is managed by the directors and executive officers of the General Partner.

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