13D Filing: Magnolia Infrastructure Holdings, LLC and American Midstream Partners LP (AMID)

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CUSIP No. 02752P 100         SCHEDULE 13D
  1. 

Name of
Reporting Person; S.S. or IRS Identification

Magnolia Infrastructure Partners,
LLC

  2.

Check the appropriate box if a member
of a group

(a)  ☐        (b)  ☒

  3.

SEC use only

  4.

Source of funds

WC/OO

  5.

Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)  ☐

  6.

Citizenship or place of
organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

  7. 

Sole voting power

0

  8.

Shared voting power

13,721,405 (See Note 1)

  9.

Sole dispositive power

0

10.

Shared dispositive power

13,721,405 (See Note 1)

11.

Aggregate amount beneficially owned by each reporting person

13,721,405 (See Note 1)

12.

Check box if the aggregate amount in
Row 11 excludes certain shares  ☐

13.

Percent of class represented by amount
in Row 11

21.6% (See Note 2)

14.

Type of reporting person

OO (Limited Liability Company)

Note 1: Represents 7,376,568 Series A-1 Convertible Preferred Units (Series A-1 Units) held by High Point
Infrastructure Partners, LLC (High Point), convertible into 8,227,824 common units of the Issuer (Common Units), which are indirectly owned by Magnolia Infrastructure Partners, LLC (Magnolia),
3,160,347 Series A-2 Convertible Preferred Units (Series A-2 Units) held by Magnolia, convertible into 3,525,051 Common Units, 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High
Point and approximately 23% owned by AMID GP Holdings, LLC, a wholly owned subsidiary of Magnolia Infrastructure Holdings, LLC (Magnolia Holdings), and 618,921 Common Units held by Magnolia, taking into account the transactions
discussed in Item 3.

Note 2: Based on 63,512,662 Common Units outstanding, on an as-converted basis, which equals the sum of (a) 51,759,787 Common Units
outstanding as of August 3, 2017, (b) 8,227,824 Common Units issuable upon the conversion of Series A-1 Units outstanding and (c) 3,525,051 Common Units issuable upon the conversion of Series A-2 Units outstanding.

2

Follow Third Coast Midstream Llc (NYSE:AMID)

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