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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 | ||||||||
Subordinated units representing limited partner interests | (2) | (2) | (2) | Common units representing limited partner interests | 13,750,000 | 13,750,000 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Oasis Petroleum Inc. 1001 FANNIN ST., SUITE 1500 HOUSTON, TX 77002 |
X | |||
Oasis Petroleum LLC 1001 FANNIN STREET, SUITE 1500 HOUSTON, TX 77002 |
X | |||
OMS Holdings LLC 1001 FANNIN STREET, SUITE 1500 HOUSTON, TX 77002 |
X |
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of Oasis Petroleum Inc. | 11/28/2018 | |
**Signature of Reporting Person | Date | |
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of Oasis Petroleum LLC | 11/28/2018 | |
**Signature of Reporting Person | Date | |
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of OMS Holdings LLC | 11/28/2018 | |
**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) | Pursuant to that certain Contribution Agreement, by and among Oasis Midstream Partners, LP (the "Issuer"), OMS Holdings LLC ("OMS Holdings"), Oasis Midstream Services LLC, OMP GP LLC, OMP Operating LLC and, for certain limited purposes set forth therein, Oasis Petroleum Inc. ("OAS"), dated November 7, 2018, OAS caused OMS to contribute certain assets to OMP Operating, as the Issuer's designee, in exchange for the distribution to OMS Holdings of consideration including 3,950,000 common units representing limited partner interests ("common units"). |
(2) | The subordinated units representing limited partner interests in the Issuer ("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 Prospectus (File No. 333-217976) filed with the Securities and Exchange Commission on September 22, 2017. |
(3) | This Form 4 is being filed jointly by OMS Holdings, Oasis Petroleum LLC ("Oasis Petroleum") and OAS. As of November 27, 2018, OMS Holdings directly owns 9,075,000 common units and 13,750,000 subordinated units, Oasis Petroleum directly owns 100% of the outstanding membership interests in OMS Holdings and OAS directly owns 100% of the outstanding membership interests in Oasis Petroleum. Accordingly, OAS and Oasis Petroleum may be deemed to be an indirect beneficial owner of the securities of the Issuer held by OMS Holdings. |