Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

NGL ENERGY PARTNERS LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

62913M107

(CUSIP Number)

March 30, 2018

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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SCHEDULE 13G

CUSIP No. 62913M107

 

1		Names of Reporting Persons   Harvest Fund Advisors LLC
2		Check the appropriate box if a member of a Group (see instructions) (a)  ☐        (b)  ☒
3		Sec Use Only
4		Citizenship or Place of Organization   Delaware

Number of Shares Owned by Each   Reporting Person				5		Sole Voting Power   9,289,135
				6		Shared Voting Power   0
				7		Sole Dispositive Power   9,289,135
				8		Shared Dispositive Power   0

9		Aggregate Amount Beneficially Owned by Each Reporting Person   9,289,135
10		Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)   ☐
11		Percent of class represented by amount in row (9)   7.7%
12		Type of Reporting Person (See Instructions)   IA

 

 

Page 2 of 10

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SCHEDULE 13G

CUSIP No. 62913M107

 

1		Names of Reporting Persons   Eric M. Conklin
2		Check the appropriate box if a member of a Group (see instructions) (a)  ☐        (b)  ☒
3		Sec Use Only
4		Citizenship or Place of Organization   United States of America

Number of Shares Owned by Each   Reporting Person				5		Sole Voting Power   9,289,135
				6		Shared Voting Power   0
				7		Sole Dispositive Power   9,289,135
				8		Shared Dispositive Power   0

9		Aggregate Amount Beneficially Owned by Each Reporting Person   9,289,135
10		Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)   ☐
11		Percent of class represented by amount in row (9)   7.7%
12		Type of Reporting Person (See Instructions)   IN, HC

 

Page 3 of 10

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Explanatory Note

On October 16, 2017, a subsidiary of The Blackstone Group L.P. acquired Harvest Fund Advisors LLC (HFA). In connection with that acquisition, The Blackstone Group L.P. and certain of its affiliates (the Blackstone Reporting Persons) may have been deemed to have become the beneficial owner of the securities beneficially owned by HFA, including the securities of NGL Energy Partners LP (the Issuer). As of October 16, 2017, HFA beneficially owned more than five percent of the outstanding common units representing limited partner interests (the Common Units) of the Issuer, but was not yet required to file a Schedule 13G under Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended. Instead, in connection with the acquisition of HFA, HFA and the Blackstone Reporting Persons together reported beneficial ownership of such securities on a Schedule 13D on October 26, 2017.

As of March 30, 2018, the business comprising HFA (the HFA Business) will calculate and report beneficial ownership over securities separately from the rest of The Blackstone Group L.P. and its affiliates other than those comprising the HFA Business (Blackstone), in accordance with Securities and Exchange Commission Release No. 34-39538 (the Release). As a result of the foregoing, the securities of the Issuer beneficially owned by the HFA Business are being reported on a Schedule 13G pursuant to Rule 13d-1(b), which filing supersedes and replaces the Schedule 13D previously filed by HFA, and which Schedule 13G filing does not reflect securities, if any, beneficially owned by Blackstone.

Item 1.

 

(a)	Name of Issuer: NGL Energy Partners LP

 

(b)	Address of Issuers Principal Executive Offices: 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136

Item 2.

 

(a)	Name of Person Filing:

This Statement is being filed on behalf of Harvest Fund Advisors LLC (HFA) and Eric M. Conklin (each a Reporting Person, and collectively, the Reporting Persons). Mr. Conklin is the Managing Partner and Chair of the Investment Committee of HFA.

 

(b)	Address of Principal Business Office or, if None, Residence:

The principal business address of each Reporting Person is 100 W. Lancaster Avenue, Suite 200, Wayne, PA 19087.

 

(c)	Citizenship:

Harvest Fund Advisors LLC is a Delaware limited liability company. Mr. Conklin is a citizen of the United States of America.

 

(d)	Title and Class of Securities: Common Units Representing Limited Partner Interests

 

(e)	CUSIP No.: 62913M107

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)		☐		Broker or dealer registered under Section 15 of the Act;
(b)		☐		Bank as defined in Section 3(a)(6) of the Act;
(c)		☐		Insurance company as defined in Section 3(a)(19) of the Act;
(d)		☐		Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)		☒		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)		☐		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

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(g)		☒		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)		☐		A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)		☐		Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4.

Ownership

 

(a)	Amount Beneficially Owned: 9,289,135

 

(b)	Percent of Class: 7.7%

 

(c)	Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 9,289,135

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 9,289,135

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

The securities as to which this Schedule is filed are owned of record by clients represented by Harvest Fund Advisors LLC. Those clients each have the right to receive, or the power to direct the receipt of, dividends from, and the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities.

 

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable.

 

Item 8.

Identification and classification of members of the group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

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Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 3, 2018

 

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EXHIBIT LIST

 

Exhibit A   Exhibit B		Joint Filing Agreement   Power of Attorney granted by Eric M. Conklin