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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 | ||||||||
| Phantom Units (1) | (2) | 05/24/2010 | A | 55,000 | (3) | (4) | Common Units | 55,000 | $ 0 | 55,000 | D | ||||
| Phantom Units (5) | (6) | 05/24/2010 | A | 55,000 | (7) | (8) | Common Units | 55,000 | $ 0 | 55,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McGee Richard K. 333 CLAY STREET, SUITE 1500 HOUSTON, TX |
VP-Legal & Bus Dev & Secretary | |||
| /s/ Richard K. McGee | 05/25/2010 | |
| **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) | Grant of Phantom Units under Long-Term Incentive Plan (includes associated distribution equivalent rights (payable in cash)). |
| (2) | One Common Unit is deliverable, upon vesting, for each Phantom Unit that vests. |
| (3) | These Phantom Units will vest in equal 1/3 increments as follows: one-third will vest upon the later of the May 2012 distribution date and the date the Issuer pays a quarterly distribution of at least $0.3875 per unit; one-third will vest upon the later of the May 2013 distribution date and the date the Issuer pays a quarterly distribution of at least $0.450 per unit; and one-third will vest upon the later of the May 2014 distribution date and the date the Issuer pays a quarterly distribution of at least $0.475 per unit. The associated DERs will vest in equal 25% increments upon achieving quarterly distribution levels of $0.370, $0.390, $0.440 and $0.475 per unit. |
| (4) | Any Phantom Units that have not vested as of the May 2015 distribution date, and any associated DERs, shall expire on such date. |
| (5) | Grant of Phantom Units under Long-Term Incentive Plan. |
| (6) | One Common Unit is deliverable, upon vesting, for each Phantom Unit that vests. |
| (7) | These Phantom Units will vest in equal 25% increments as follows: 25% will vest on the first distribution date following the date on which the Issuer's Series A Subordinated Units convert into Common Units; 25% will vest on the first distribution date following the date on which the first tranche of the Issuer's Series B Subordinated Units convert into Series A Subordinated Units or Common Units; 25% will vest on the first distribution date following the date on which the second tranche of the Issuer's Series B Subordinated Units convert into Series A Subordinated Units or Common Units; and 25% will vest on the first distribution date following the date on which the third tranche of the Issuer's Series B Subordinated Units convert into Series A Subordinated Units or Common Units. The Series A Subordinated Units will convert into Common Units at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (333-164492). The Series B Subordinated Units will convert into Series A Subordinated Units upon satisfaction of certain operational and financial conditions described in the Issuer's Registration Statement (or directly into Common Units if the subordination period has already ended at the time such operational and financial conditions are satisfied). |
| (8) | Any Phantom Units that remain outstanding as of December 31, 2014 shall expire without vesting on such date. |