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

AMID GP Holdings, 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

32,400,677 (See Note 1)

  9.

Sole dispositive power

0

10.

Shared dispositive power

32,400,677 (See Note 1)

11.

Aggregate amount beneficially owned by each reporting person

32,400,677 (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

44.7% (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, 8,792,205 Series C Convertible Preferred Units (Series C Units) held directly by
Magnolia Infrastructure Holdings, LLC (Magnolia Holdings), convertible into 8,925,847 Common Units, 9,753,425 Common Units held directly by Magnolia Holdings 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 Holdings, and 618,921 Common Units held by Magnolia, taking into account the transactions discussed in Item 3.

Note 2: Based on 72,438,509 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, (c) 3,525,051Common Units issuable upon the conversion of Series A-2 Units outstanding and (d) 8,925,847 Common Units issuable upon the conversion of
Series C Units outstanding.

5

Follow Third Coast Midstream Llc (NYSE:AMID)

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