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(d) During the last five years, none of the Reporting Persons nor any directors and executive
officers of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws.
(f) Not applicable.
In
accordance with the provisions of General Instruction C to Schedule 13D, information concerning the general partners, executive officers, board of directors and each person controlling the Reporting Persons, as applicable (collectively, the
Covered Persons), required by Item 2 of Schedule 13D is provided on Schedule I and is incorporated by reference herein. To the Reporting Persons knowledge, none of the Covered Persons listed on
Schedule I as a director or executive officer of OMS Holdings, Oasis Petroleum or OAS has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and
Amount of Funds or Other Consideration
In connection with the consummation of the Issuers initial public offering (the
Offering) on September 25, 2017, the Issuer entered into a Contribution Agreement (the Contribution Agreement) by and among the Issuer, Oasis Petroleum, OMS Holdings, Oasis Midstream Services LLC, a Delaware limited
liability company (OMS), the General Partner and OMP Operating LLC, a Delaware limited liability company (OMP Operating), whereby, concurrently with the closing of the Offering, OAS caused OMS to contribute to OMP Operating a
100% limited liability company interest in Bighorn DevCo LLC, a Delaware limited liability company, a 10% controlling limited liability company interest in Bobcat DevCo LLC, a Delaware limited liability company, and a 40% controlling limited
liability company interest in Beartooth DevCo LLC, a Delaware limited liability company, which collectively own certain midstream infrastructure assets developed by OAS in the Williston Basin of North Dakota and Montana, in exchange for (i) the
issuance by the Issuer to OMS Holdings of 5,125,000 common units, 13,750,000 subordinated units, (ii) a distribution of approximately $113.9 million, (iii) the right to receive the Deferred Issuance and Distribution (as defined in the
Contribution Agreement) and (iv) the issuance to the General Partner of all of the incentive distribution rights.
Upon the
termination of the subordination period as set forth in the Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 25, 2017 (the Partnership Agreement), the subordinated units are convertible into
common units on a one-for-one basis.
On
September 25, 2017, certain Covered Persons acquired with personal funds, beneficial ownership of common units through the Issuers directed unit program at the initial public offering price of $17.00 per common unit, as noted on
Schedule I attached hereto.
Item 4. Purpose of Transaction
The Reporting Persons acquired the units reported herein solely for investment purposes as partial consideration for the assets and operations
contributed by the Reporting Persons or their affiliates to the Issuer in connection with the Offering. The Reporting Persons may make additional purchases of common units either in the open market or in private transactions depending on the
Reporting Persons business, prospects and financial condition, the market for the common units, general economic conditions, stock market conditions and other future developments.
