UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Subordinated Units representing limited partner interests | Â (3) | Â (3) | Common Units | 0 (1) (2) | $ 0 | I | See footnotes (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SemGroup Corp 6120 S. YALE AVE., STE. 700 TULSA, OK 74136-4216 |
 |  X |  |  |
Rose Rock Midstream Holdings, LLC 6120 S. YALE AVE., STE. 700 TULSA, OK 74136-4216 |
 |  X |  |  |
Rose Rock Midstream Corp 6120 S. YALE AVE., STE. 700 TULSA, OK 74136-4216 |
 |  X |  |  |
Candice L. Cheeseman, Secretary and General Counsel of SemGroup Corporation | 12/08/2011 | |
**Signature of Reporting Person | Date | |
Candice L. Cheeseman, Secretary and General Counsel of Rose Rose Midstream Holdings, LLC | 12/08/2011 | |
**Signature of Reporting Person | Date | |
Candice L. Cheeseman, Secretary and General Counsel of Rose Rock Midstream Corporation | 12/08/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 3 is being filed jointly by SemGroup Corporation ("SemGroup"), Rose Rock Midstream Holdings, LLC ("Holdings") and Rose Rock Midstream Corporation ("RRMC") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-176260) (the "Registration Statement"). SemGroup directly owns 100% of the outstanding membership interests of Holdings. Holdings directly owns 100% of the issued and outstanding shares of common stock of RRMC. SemGroup may therefore be deemed to beneficially own securities of the Issuer owned directly by Holdings and RRMC and Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by RRMC. |
(2) | As of December 8, 2011, Holdings owns a 97% limited partner interest in the Issuer and RRMC owns a 1% limited partner interest in the Issuer. |
(3) | The Subordinated Units have no expiration date and will convert into Common Units on a one-for-one basis at the end of the subordination period described in the Registration Statement. |