SEC Form SC 13D/A filed by Evolve Transition Infrastructure LP (Amendment)

CUSIP NO. 30053M104

Page 2 of 18 Pages

CUSIP NO. 30053M104

Page 3 of 18 Pages

CUSIP NO. 30053M104

Page 4 of 18 Pages

CUSIP NO. 30053M104

Page 5 of 18 Pages

CUSIP NO. 30053M104

Page 6 of 18 Pages

CUSIP NO. 30053M104

Page 7 of 18 Pages

1.

This amount includes approximately 20,716,766 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.

1.

This amount includes approximately 20,716,766 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.

1.

This amount includes approximately 20,716,766 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.

Item 1 of the Schedule 13D is hereby amended by adding the following:

This Amendment No. 16 to Schedule 13D (“Amendment No. 16”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Units (the “Common Units”) of Evolve Transition Infrastructure LP (the “Issuer” or the “Partnership”) that the Reporting Persons are deemed to beneficially own. The Issuer’s principal executive offices are located at 1360 Post Oak Blvd, Suite 2400, Houston, TX, 77056. This Amendment No. 16 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2015, as amended by Amendment No. 1, filed with the SEC on January 27, 2017, Amendment No. 2, filed with the SEC on February 22, 2017, Amendment No. 3, filed with the SEC on May 31, 2017, Amendment No. 4 filed with the SEC on February 4, 2019, Amendment No. 5, filed with the SEC on August 6, 2019, Amendment No. 6, filed with the SEC on September 4, 2020, Amendment No. 7, filed with the SEC on September 9, 2020, Amendment No. 8, filed with the SEC on October 5, 2020, Amendment No. 9, filed with the SEC on November 18, 2020, Amendment No. 10, filed with the SEC on February 1, 2021, Amendment No. 11 filed with the SEC on May 4, 2021, Amendment No. 12 filed with the SEC on August 3, 2021, Amendment No. 13 field with the SEC on November 2, 2021, Amendment No. 14 filed with the SEC on February 2, 2022, and Amendment No. 15 filed with the SEC on May 3, 2022 (collectively the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 15 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 16 have the meanings set forth in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended by adding the following:

Pursuant to Stonepeak Catarina’s right under the Letter Agreement described in Amendment No. 9, on July 29, 2022, SP Holdings, a wholly-owned subsidiary of Stonepeak Catarina and the sole member of the General Partner, provided notice to the Board of its election to receive the second quarter 2022 quarterly distribution on the Class C Preferred Units in the form of Common Units (in lieu of payment-in-kind Class C Preferred Units), pursuant to which Stonepeak Catarina will acquire 27,442,638 Common Units on August 22, 2022 (the “Q2 2022 Distribution”).

On August 1, 2022, Stonepeak Catarina and the Issuer entered into Amendment No. 8 to the Warrant to exclude from the Warrant the 4,116,396 Common Units included in the increase to the Issuer’s Long-Term Incentive Plan, effective March 6, 2015, resulting from the issuance of the Q2 2022 Distribution. The foregoing description of Amendment No. 8 to the Warrant does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 8 to the Warrant, a copy of which is filed as Exhibit V hereto and incorporated herein by reference.

Also, on March 31, 2022, Stonepeak Catarina sent a letter to the General Partner pursuant to which it replaced Luke Taylor with Michael Heim as one of its designated directors on the Board pursuant to the Board Representation and Standstill Agreement, which replacement became effective April 1, 2022.

Item 5(a) - (c) of the Schedule 13D is hereby amended by adding the following:

(a) As of the date hereof, each of the Catarina Reporting Persons may be deemed the beneficial owner of 169,615,398 Common Units, which amount represents approximately 76.5% of the outstanding Common Units. This amount includes: (i) 135,388,840 Common Units held directly by Stonepeak Catarina; (ii) approximately 20,716,766 Common Units that the Catarina Reporting Persons currently have the right to acquire upon exercise of the Warrant held directly by Stonepeak Catarina; (iii) 4,509,792 Common Units held directly by SPCE Sub; and (iv) 9,000,000 Common Units held directly by SPPE Sub.  As of the date hereof, SPCE Sub may be deemed the beneficial owner of 4,509,792 Common Units, which amount represents approximately 2.2% of the outstanding Common Units, and SPPE Sub may be deemed the beneficial owner of 9,000,000 Common Units, which amount represents approximately 4.5% of the outstanding Common Units.

The foregoing beneficial ownership percentages are based on the sum of (i) 201,115,550 Common Units outstanding as provided by the Issuer, plus, (ii) for purposes of calculating the Catarina Reporting Persons’ beneficial ownership pursuant to Rule 13d-3(d)(i) under the Act, the approximately 20,716,766 Common Units currently issuable upon exercise of the Warrant, for approximately 221,832,316 Common Units outstanding.

(b) The Catarina Reporting Persons have shared voting power and shared dispositive power with regard to the 135,388,840 Common Units held directly by Stonepeak Catarina and the approximately 20,716,766 Common Units that the Catarina Reporting Persons currently have the right to acquire upon exercise of the Warrant held directly by Stonepeak Catarina. The Catarina Reporting Persons have shared voting power and shared dispositive power with SPCE Sub with regard to the 4,509,792 Common Units held directly by SPCE Sub and have shared voting power and shared dispositive power with SPPE Sub with regard to the 9,000,000 Common Units held directly by SPPE Sub.

(c) The response to Item 4 of this Amendment No. 16 is incorporated by reference herein. Except as set forth in the Amendment No. 16, there were no transactions in Common Units by the Reporting Persons effected during the past 60 days.

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

August 2, 2022          

 

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001)

 

Dated: August 2, 2022          

 

---