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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 10.75% Class A Convertible Preferred Units | (4) | 04/05/2019 | D(5) | 7,468,874 | (6)(7) | (6)(7) | Common Units | 7,468,874 | $ 9.918 | 17,670,501 | I | See footnotes (2) (3) (8) | |||
| Warrants (right to buy) | $ 0.01 | 04/05/2019 | X | 1,458,371 | (9) | (9) | Common Units | 1,458,371 | $ 0 | 0 | I | See footnotes (1) (2) (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OAKTREE FUND GP II, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
X | |||
| Oaktree Capital II, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
X | |||
| Oaktree Holdings, Inc. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
X | |||
| Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
X | |||
| Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA 90071 |
X | |||
| Oaktree Fund GP II, L.P. By: /s/ Henry Orren, Authorized Signatory | 04/09/2019 | |
| **Signature of Reporting Person | Date | |
| Oaktree Capital II, L.P By: Oaktree Holdings, Inc., its general partner By: /s/ Henry Orren, Authorized Signatory | 04/09/2019 | |
| **Signature of Reporting Person | Date | |
| Oaktree Holdings, Inc. By: /s/ Henry Orren, Authorized Signatory | 04/09/2019 | |
| **Signature of Reporting Person | Date | |
| Oaktree Capital Group, LLC By: /s/ Henry Orren, Authorized Signatory | 04/09/2019 | |
| **Signature of Reporting Person | Date | |
| Oaktree Capital Group Holdings GP, LLC By: /s/ Henry Orren, Authorized Signatory | 04/09/2019 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents 412,237, 286,567, 607,654 and 151,913 common units representing limited partner interests in the Issuer ("Common Units") held of record by Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism"), Highstar NGL Main Interco LLC ("Highstar Main"), NGL CIV A, LLC ("NGL CIV") and NGL Prism/IV-A Blocker LLC ("NGL Blocker"), respectively. |
| (2) | Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV. Highstar Capital GP IV, L.P. ("Highstar GP IV") is one of two members of Highstar Prism and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar Main and is the managing member of NGL Blocker and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by each of the Purchasers. |
| (3) | Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Preferred Units and Warrants held by Highstar Prism, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. Each such entity or person disclaims any such beneficial ownership of such securities. |
| (4) | The 10.75% Class A Convertible Preferred Units (the "Preferred Units") are convertible at the quotient (the "Conversion Rate"), per unit and subject to certain adjustments, of (i) $12.035 (the "Class A Preferred Unit Price") and (ii) the Class A Preferred Unit Price; provided, however, that if the volume-weighted average trading price (the "VWAP Price") for the fifteen (15) consecutive trading days ending on the trading day immediately preceding the Initial Conversion Date is less than the Class A Preferred Unit Price (such price, the "Adjusted VWAP Price"), then at all times on and after the Initial Conversion Date, the figure used in clause (ii) shall be the greater of (A) the Adjusted VWAP Price and (B) $5.00 (subject to adjustment for any splits, combinations or recapitalizations). |
| (5) | On April 5, 2019, the Issuer redeemed 7,468,874 Preferred Units for consideration of $13.7678 per share. |
| (6) | The Preferred Units are convertible into Common Units any time after the third anniversary (the "Initial Conversion Date") of May 11, 2016 (the "Closing Date"). |
| (7) | At any time after the eighth anniversary of the Closing Date, the Issuer shall have the right to convert all of the outstanding Preferred Units into Common Units at the Conversion Rate then in effect, provided that the Issuer has paid in full all quarterly distributions on the outstanding Preferred Units and that certain conditions have been satisfied. |
| (8) | Represents 3,525,809, 2,450,979, 5,197,206 and 1,299,301 Preferred Units held of record by Highstar Prism, Highstar Main, NGL CIV and NGL Blocker, respectively. |
| (9) | The warrants are currently exercisable. |
| Remarks: Due to the limitations of the electronic filing system Highstar NGL Prism/IV-A Interco LLC, Highstar NGL Main Interco LLC, NGL CIV A, LLC, NGL Prism/IV-A Blocker LLC, Highstar Capital NGL Co-Invest Manager LLC, Highstar Capital GP IV, L.P., Highstar Capital GP IV, LLC, and Highstar Capital GP IV Holdings are filing a separate Form 4. | |