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Filing Details

Accession Number:: 0001104659-18-042622
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-06-27 18:18:29
Reporting Period:: 2018-06-25

Accepted Time:: 2018-06-27 18:18:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1504461	Ngl Energy Partners Lp	NGL	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1503547	Highstar Capital Iv, L.p.	277 Park Avenue, 45Th Floor New York NY 10172		Yes	No	No	No
1657224	Jared Parker	277 Park Avenue, 45Th Floor New York NY 10172		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Acquisiton	2018-06-25	133,464	$0.01	133,464	No	4	X	Indirect	See footnotes
Common Units	Disposition	2018-06-25	100,000	$12.84	33,464	No	4	S	Indirect	See footnotes
Common Units	Disposition	2018-06-26	33,464	$12.73	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units	Warrants (right to buy)	Disposition	2018-06-25	133,464	$0.00	133,464	$0.01

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
850,716			No	4	X	Indirect

Footnotes

Jared Parker is a director at NGL Energy Partners LP (the "Issuer") and co-portfolio manager at Highstar Capital IV, L.P ("Highstar IV").
The securities are owned directly by Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism") and Highstar NGL Main Interco LLC ("Highstar Main" and together with Highstar Prism, the "Purchasers"). The members of Highstar Prism are NGL Prism/IV-A Blocker LLC ("Blocker") and Highstar Capital GP IV, L.P. ("Highstar GP IV").
The members of NGL Prism/IV-A Blocker LLC are Highstar Capital IV-A, L.P. ("Highstar IV-A"), Highstar Capital IV Prism, L.P. ("Highstar IV Prism"), Harel Insurance Company Ltd., Harel Pension Fund Management Ltd., solely on behalf of Harel Pension, Harel Pension Fund Management Ltd., solely on behalf of Harel General Plan, Harel Provident Funds and Education Funds Ltd., solely on behalf of Harel Provident Fund, Harel Provident Funds and Education Funds Ltd., solely on behalf of Harel Study Fund, and Tzava Hakeva Saving Fund - Provident Funds Management Company Ltd., solely on behalf of Tzava Hakeva Savings Fund, and the non-member manager of NGL Prism/IV-A Blocker LLC is Highstar GP IV.
The members of Highstar Main are NGL Main Blocker LLC and Highstar Capital IV, L.P. ("Highstar IV"), and the non-member manager of Highstar Main is Highstar GP IV. Highstar IV is the sole member of NGL Main Blocker LLC and Highstar GP IV is the non-member manager of NGL Main Blocker LLC. Highstar GP IV is the general partner of each of Highstar IV, Highstar IV-A and Highstar IV Prism. The general partner of Highstar GP IV is Highstar Capital GP IV, LLC. The sole member of Highstar Capital GP IV, LLC is Highstar Capital GP IV Holdings.
The sole director of Highstar Capital GP IV Holdings is Oaktree Capital Management, L.P., and the sole shareholder of Highstar Capital GP IV Holdings is Oaktree Fund GP II, L.P., and the general partner of Oaktree Fund GP II, L.P. is Oaktree Capital II, L.P. The general partner of each of Oaktree Capital II, L.P. and Oaktree Capital Management, L.P. is Oaktree Holdings, Inc. The sole shareholder of Oaktree Holdings, Inc. is Oaktree Capital Group, LLC.
The duly elected manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC. Oaktree Capital Group Holdings GP, LLC is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities held by Highstar Prism and Highstar Main. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
Highstar IV may be deemed to be a director by deputization as a result of its ability to appoint a director to the board of directors of the Issuer, pursuant to that certain Amended and Restated Board Representation and Observation Rights Agreement, dated as of June 24, 2016, by and among the Issuer, NGL Energy Holdings LLC, the Purchasers and Highstar IV. In addition, in his capacity as co-portfolio manager at Highstar IV, Jared Parker may be deemed indirect beneficial owner of the securities held by each of the Purchasers. Except to the extent of his pecuniary interest, Jared Parker disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that Jared Parker is the beneficial owner of any securities covered by this Form 4.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2018.
The price reported in Column 4 is a weighted average price. The common units representing limited partner interests ("Common Units") were sold in multiple transactions at prices ranging from $12.375 to $13.15. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. The Common Units were sold in multiple transactions at prices ranging from $12.60 to $12.95. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units sold at each separate price within the range set forth in this footnote.
Highstar Prism originally held warrants to purchase 161,312 Common Units in the Issuer (the "Highstar Prism June 24 Warrants"), Highstar Main originally held warrants to purchase 112,133 Common Units (the "Highstar Main June 24 Warrants"), Blocker originally held warrants to purchase 455,741 Common Units (the "Blocker June 24 Warrants") and CIV originally held warrants to purchase 1,822,963 Common Units (the "CIV June 24 Warrants" and, together with the Highstar Prism June 24 Warrants, the Highstar Main June 24 Warrants and the Blocker June 24 Warrants, the "June 24 Warrants"), in each case, at an exercise price per Common Unit of $0.01 and with an original issue date of June 24, 2016 (the "June 24 Warrant Issue Date").
One-third of the June 24 Warrants were to become exercisable on the first anniversary of the June 24 Warrant Issue Date and were repurchased by the Issuer in a private transaction on June 23, 2017. Another one-third of the June 24 Warrants were to be exercisable from and after the second anniversary of the June 24 Warrant Issue Date and 717,253 of such June 24 Warrants were repurchased by the Issuer in a private transaction on April 26, 2018 and the remaining June 24 Warrants became exercisable on the second anniversary of the June 24 Warrant Issue Date. All June 24 Warrants shall be exercisable from and after the third anniversary of the June 24 Warrant Issue Date.