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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SemGroup Corp TWO WARREN PLACE 6120 SOUTH YALE AVENUE, SUITE 700 TULSA, OK 74136-4216 |
X | X | ||
Rose Rock Midstream Holdings, LLC TWO WARREN PLACE 6120 SOUTH YALE AVENUE, SUITE 700 TULSA, OK 74136-4216 |
X | X | ||
Rose Rock Midstream Corp TWO WARREN PLACE 6120 SOUTH YALE AVENUE, SUITE 700 TULSA, OK 74136-4216 |
X |
/s/ William H. Gault, Corporate Secretary of SemGroup Corporation | 09/30/2016 | |
**Signature of Reporting Person | Date | |
/s/ William H. Gault, Secretary of Rose Rock Midstream Holdings, LLC | 09/30/2016 | |
**Signature of Reporting Person | Date | |
/s/ William H. Gault, Secretary of Rose Rock Midstream Corporation | 09/30/2016 | |
**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) | On September 30, 2016, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 30, 2016, by and among SemGroup Corporation ("SemGroup"), PBMS, LLC ("Merger Sub"), Rose Rock Midstream, L.P. ("RRMS") and Rose Rock Midstream GP, LLC ("RRMS General Partner"), Merger Sub merged with and into RRMS with RRMS being the surviving entity in the merger (the "Merger"). On September 30, 2016, following the consummation of the Merger, SemGroup and certain of its subsidiaries commenced a series of transactions, including (i) the merger of RRMS with and into SemGroup, (ii) the merger of Rose Rock Midstream Holdings, LLC ("Holdings") with and into SemGroup and (iii) the merger of Rose Rock Midstream Corporation ("RRMC") with and into Holdings, (each a "Clean-up Merger" and, together, the "Clean-up Mergers"), with SemGroup, in the instance of clauses (i) and (ii), continuing as the surviving entity. |
(2) | (Continued from footnote 1) Upon the completion of the Clean-up Mergers, all RRMS Common Units previously owned by the Reporting Persons were disposed of and each of Holdings, RRMC and RRMS ceased to exist as separate legal entities. |