Statement of Changes in Beneficial Ownership (4)
05 Dezember 2019 - 6:22PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Fitzgerald Robert N |
2. Issuer Name and Ticker or Trading Symbol
SemGroup Corp
[
SEMG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP and CFO |
(Last)
(First)
(Middle)
6120 SOUTH YALE AVE., SUITE 1500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2019 |
(Street)
TULSA, OK 74136
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/3/2019 | | A | | 53633 (1) | A | $0.00 | 186662 | D | |
Common Stock | 12/3/2019 | | F | | 21024 | D | $15.06 | 165638 | D | |
Common Stock | 12/5/2019 | | D | | 165638 (2) | D | $0.00 (2) | 0 (3) | D | |
Common Stock | 12/5/2019 | | D | | 10 (2) | D | $0.00 (2) | 0 | I | Held by Son |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Represents shares of SemGroup's Class A Common Stock, par value $0.01 per share (the "SemGroup Common Stock") acquired upon the vesting of performance share units whose performance targets were deemed achieved at target level and settled with SemGroup Common Stock prior to the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 15, 2019, by and among SemGroup Corporation ("SemGroup"), Energy Transfer LP ("Energy Transfer"), and Nautilus Merger Sub LLC ("Merger Sub"). |
(2) | Pursuant to the Merger Agreement, on December 5, 2019, Merger Sub merged with and into SemGroup (the "Merger"), with SemGroup surviving the Merger as a direct wholly owned subsidiary of Energy Transfer. Each outstanding share of SemGroup Common Stock held by the Reporting Person immediately prior to the Effective Time automatically converted into 0.7275 common units representing limited partner interests in Energy Transfer (the "Exchange"). |
(3) | As a result of the Exchange, the Reporting Person no longer owns, directly or indirectly, any shares of SemGroup Common Stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fitzgerald Robert N 6120 SOUTH YALE AVE. SUITE 1500 TULSA, OK 74136 |
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| EVP and CFO |
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Signatures
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William Gault, Power of Attorney for Robert N. Fitzgerald | | 12/5/2019 |
**Signature of Reporting Person | Date |
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