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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number:3235-0101
Expires:February 28, 2014
Estimated average burden hours per response 1.00
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FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
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SEC USE ONLY
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DOCUMENT SEQUENCE NO.
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CUSIP NUMBER
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1 (a) NAME OF ISSUER (Please type or print)
SemGroup Corporation (the “Issuer”)
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(b) IRS IDENT. NO.
20-3533152
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(c) S.E.C. FILE NO.
I-34736
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WORK LOCATION
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1 (d) ADDRESS OF ISSUER
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STREET
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CITY
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STATE
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ZIP CODE
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(e) TELEPHONE NO.
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Two Warren Place 6120 S. Yale Avenue, Suite 700
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Tulsa OK
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74136-4216
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AREA CODE
918
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NUMBER
524-8100
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2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
BNP Paribas VPG SemGroup, LLC
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(b) RELATIONSHIP TO ISSUER
Shareholder
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(c) ADDRESS STREET
787 Seventh Avenue 30th Floor
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CITY
New York
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STATE
NY
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ZIP CODE
10019
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INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
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3 (a)
Title of the Class of Securities To Be Sold
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(b)
Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
who is Acquiring the Securities
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SEC USE ONLY
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(c)
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
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(d)
Aggregate
Market
Value
(See instr. 3(d))
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(e)
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
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(f)
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
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(g)
Name of Each
Securities
Exchange
(See instr. 3(g))
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Broker-Dealer
File Number
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Class A Common Stock, par value $0.01 per share (“Common Stock”)
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BNNP CIB Global Execution Services, Equity & Derivatives Trading,
787 Seventh Avenue, New York, NY 10019
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300,000
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$7,854,000 (as of June 15, 2011)
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41,502,524
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06/16/11 to
07/18/11
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NYSE
See Remark (1)
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INSTRUCTIONS:
1. (a) Name of issuer
(b) Issuer’s I.R.S. Identification Number
(c) Issuer’s S.E.C. file number, if any
(d) Issuer’s address, including zip code
(e) Issuer’s telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
(c) Such person’s address, including zip code
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3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold
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Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.SEC 1147 (08-07)
TABLE I –– SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
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Title of
the Class
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Date you
Acquired
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Nature of Acquisition Transaction
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Name of Person from Whom Acquired
(If gift, also give date donor acquired)
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Amount of
Securities Acquired
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Date of
Payment
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Nature of Payment
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Class A Common Stock, par value $0.01 per share
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06/30/2010
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On November 30, 2009, in accordance with the Fourth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the Bankruptcy Code, dated October 27, 2009 (the “Plan”) and filed as Exhibit 2.1 to the Issuer's Form 10, filed May 6, 2010, the Issuer issued 1,565,375 shares of Class A Common Stock to BNP Paribas and 3,113,443 shares of Class A Common Stock to Fortis Capital Corp. On April 13, 2010, Banexi Holding Corp., a direct wholly-owned subsidiary of BNP Paribas, purchased all of the shares of Fortis Capital Corp. On June 30, 2010, BNP Paribas and Fortis Capital Corp. transferred the entirety of their holdings in the Issuer to BNP Paribas VPG SemGroup, LLC.
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Issuer
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4,678,818
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08/23/2010
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The shares of Common Stock were initially acquired pursuant to the Plan. In a transfer through BNP Paribas' New York branch office, Fortis transferred its shares to BNP Paribas VPG SemGroup, LLC, for cash and BNP Paribas transferred it shares to BNP Paribas VPG SemGroup, LLC without any payment.
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INSTRUCTIONS:
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If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
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Name and Address of Seller
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Title of Securities Sold
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Date of Sale
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Amount of
Securities Sold
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Gross Proceeds
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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05/26/2011
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17,550
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$441,924.80
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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05/27/2011
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8,801
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$226,753.36
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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05/31/2011
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50,000
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$1,275,050.00
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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06/01/2011
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41,490
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$1,055,181.98
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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06/03/2011
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26,806
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$677,604.75
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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06/10/2011
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50,000
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$1,274,945.00
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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06/13/2011
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31,900
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$822,027.91
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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06/14/2011
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50,000
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$1,295,645.00
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BNP Paribas VPG SemGroup, LLC
787 Seventh Avenue, New York, NY 10019
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Common Stock
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06/15/2011
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22,969
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$601,852.11
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| REMARKS: (1) The securities are intended to be sold on the NYSE or such other national securities exchange or other market centers that have publicly displayed quotations for the securities, consistent with best execution of the sales. | |||||||
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INSTRUCTIONS:
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ATTENTION:
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See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
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The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
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BNP Paribas SemGroup, LLC
___________________________________________________
By:
Title: Authorized Representative
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BNP Paribas SemGroup, LLC
___________________________________________________
By:
Title: Authorized Representative
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(SIGNATURE)
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(SIGNATURE)
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| ______________________________________________________________________
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
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The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures
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The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
SEC 1147 (02-08)