Edgar Filing: Rose Rock Midstream, L.P.

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 ^*

SemGroup Corp

2. Issuer Name and Ticker or Trading Symbol
Rose Rock Midstream, L.P. [RRMS]

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)

6120 S. YALE AVE., STE. 700

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2011

(Street)

TULSA, OK 74136-4216

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	12/14/2011		A		339,709	A	⁽²⁾ ⁽³⁾	339,709	I	See footnotes ⁽¹⁾ ⁽²⁾

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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

Subordinated Units representing limited partner interests

$ 0

12/14/2011

8,389,709

⁽⁴⁾

Common Units representing limited partner interests

8,389,709

⁽²⁾ ⁽³⁾

8,389,709

See footnotes ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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

Signatures

Candice L. Cheeseman, Secretary and General Counsel of SemGroup Corporation		12/16/2011
^**Signature of Reporting Person		Date
Candice L. Cheeseman, Secretary and General Counsel of Rose Rock Midstream Holdings, LLC		12/16/2011
^**Signature of Reporting Person		Date
Candice L. Cheeseman, Secretary and General Counsel of Rose Rock Midstream Corporation		12/16/2011
^**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)	This Form 4 is being filed jointly by SemGroup Corporation ("SemGroup"), Rose Rock Midstream Holdings, LLC ("Holdings") and Rose Rock Midstream Corporation ("RRMC"). 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)	In connection with the closing of the initial public offering of the Issuer (the "Offering"), (i) Holdings exchanged its 97.0% limited partner interest in the Issuer for 168,491 common units representing limited partner interests in the Issuer ("Common Units"), 8,389,709 subordinated units representing limited partner interests in the Issuer ("Subordinated Units") and the right to receive additional Common Units as described in footnote 3 (or cash in lieu thereof), and (ii) RRMC exchanged its 1.0% limited partner interest in the Issuer for 171,218 Common Units.
(3)	In connection with the Offering, the Issuer granted the underwriters a 30-day option to purchase up to an additional 1,050,000 Common Units, which will be issued to such underwriters upon the exercise of such option, if any. Upon the earlier to occur of the expiration of the over-allotment option period or the exercise of the over-allotment option in full, Holdings will be issued a number of additional Common Units equal to the excess, if any, of (x) 1,050,000 over (y) the aggregate number of Common Units, if any, actually purchased by the underwriters pursuant to the exercise of the over-allotment option.
(4)	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 Issuer's Registration Statement on Form S-1 (File No. 333-176260).

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