Mault William J. converted options into 40,733 units of Common Units and covered exercise/tax liability with 10,146 units of Common Units, increasing direct ownership by 315% to 40,282 units (SEC Form 4)
$SMLP
Natural Gas Distribution
Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [ SMLP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/15/2024 | M | 1,041 | A | (1) | 10,736(2) | D | |||
| Common Units | 03/15/2024 | F | 309(3) | D | $18.45 | 10,427 | D | |||
| Common Units | 03/15/2024 | M | 5,370 | A | (1) | 15,797 | D | |||
| Common Units | 03/15/2024 | F | 1,478(3) | D | $18.45 | 14,319 | D | |||
| Common Units | 03/15/2024 | M | 23,347 | A | (1) | 37,666 | D | |||
| Common Units | 03/15/2024 | F | 5,685(3) | D | $18.45 | 31,981 | D | |||
| Common Units | 03/15/2024 | M | 2,432 | A | (1) | 34,413 | D | |||
| Common Units | 03/15/2024 | F | 593(3) | D | $18.45 | 33,820 | D | |||
| Common Units | 03/15/2024 | M | 8,543 | A | (1) | 42,363 | D | |||
| Common Units | 03/15/2024 | F | 2,081(3) | D | $18.45 | 40,282 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Units | (1) | 03/15/2024 | M | 1,041 | (4) | (5) | Common Units | 1,041 | $0 | 0 | D | ||||
| Phantom Units | (1) | 03/15/2024 | M | 5,370 | (6) | (5) | Common Units | 5,370 | $0 | 5,369 | D | ||||
| Phantom Units | (1) | 03/15/2024 | M | 23,347 | (7) | (5) | Common Units | 23,347 | $0 | 7,782 | D | ||||
| Phantom Units | (1) | 03/15/2024 | M | 2,432 | (8) | (5) | Common Units | 2,432 | $0 | 0 | D | ||||
| Phantom Units | (1) | 03/15/2024 | M | 8,543 | (9) | (5) | Common Units | 8,543 | $0 | 8,543(10) | D | ||||
| Explanation of Responses: |
| 1. Each phantom unit is the economic equivalent of one common unit. |
| 2. On November 9, 2020, the Issuer effected a 1-for-15 reverse unit split (the "Reverse Unit Split"). Pursuant to the Reverse Unit Split, common unitholders received one common unit for every 15 common units owned at the close of business on November 9, 2020. All fractional units created by the Reverse Unit Split were rounded to the nearest whole unit. The common units began trading on a split-adjusted basis on November 10, 2020. After giving effect to the Reverse Unit Split, the number of issued and outstanding common units decreased to 3,774,992. |
| 3. Common units being withheld to pay tax liability. |
| 4. The final one-third of the phantom units subject to the original award agreement vested on March 15, 2024, the third anniversary of the March 15, 2021 reference date. The Reporting Person received distribution equivalent rights ("DERs") for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units. |
| 5. The phantom units and associated DERs do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer. |
| 6. One-third of the phantom units subject to the original award agreement vested on March 15, 2024, with the final one-third of the phantom units subject to vesting on the third anniversary of the March 15, 2022 reference date, subject to continued employment. The Reporting Person received DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units. |
| 7. Seventy-five percent of the phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) vested on March 15, 2024 and twenty-five percent of the phantom units shall vest on March 15, 2025, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units. |
| 8. The phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) vested on March 15, 2024, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units. |
| 9. One-half of the phantom units vested on March 15, 2024, and the remaining phantom units shall vest if and to the extent that the phantom units are earned during the performance period from January 1, 2023 through December 31, 2025, which will depend on whether the performance criteria are achieved as determined by the committee as soon as reasonably practicable, but no later than Friday, March 6, 2026. The vesting of the phantom units is subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units. |
| 10. After giving effect to the transactions reported in this Report, the Reporting Person holds an aggregate 97,929 phantom units. This total includes phantom units from other tranches with different vesting dates. |
| Remarks: |
| The Reporting Person is Executive Vice President and Chief Financial Officer of Summit Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. |
| /s/ James D. Johnston, Attorney-in-Fact for William J. Mault | 03/19/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||