View:
Download DOC
Download PDF
Download XLS
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
SHERMAN JOHN J
(Last) (First) (Middle)
TWO BRUSH CREEK BOULEVARD, SUITE 200
(Street)
KANSAS CITY MO 64112
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2011 		3. Issuer Name and Ticker or Trading Symbol
INERGY MIDSTREAM, L.P. [ NRGM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 0 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SHERMAN JOHN J
(Last) (First) (Middle)
TWO BRUSH CREEK BOULEVARD, SUITE 200
(Street)
KANSAS CITY MO 64112
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Inergy GP, LLC
(Last) (First) (Middle)
TWO BRUSH CREEK BOULEVARD, SUITE 200
(Street)
KANSAS CITY MO 64112
(City) (State) (Zip)
1. Name and Address of Reporting Person*
INERGY L P
(Last) (First) (Middle)
TWO BRUSH CREEK BOULEVARD, SUITE 200
(Street)
KANSAS CITY MO 64112
(City) (State) (Zip)
1. Name and Address of Reporting Person*
INERGY HOLDINGS, L.P.
(Last) (First) (Middle)
TWO BRUSH CREEK BOULEVARD, SUITE 200
(Street)
KANSAS CITY MO 64112
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Inergy Holdings GP, LLC
(Last) (First) (Middle)
TWO BRUSH CREEK BOULEVARD, SUITE 200
(Street)
KANSAS CITY MO 64112
(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is jointly filed by John J. Sherman, Inergy, L.P. ("NRGY"), Inergy GP, LLC, Inergy Holdings, L.P. and Inergy Holdings GP, LLC.
2. As of the date of this Form 3, (i) NRGY directly holds a 78.5% limited partner interest in the Issuer, (ii) Mr. Sherman beneficially owns a 14.4% limited partner interest in, and is the chief executive officer and a director of, NRGY, (iii) Inergy GP, LLC is the general partner of NRGY, (iv) Inergy Holdings, L.P. owns all of the membership interests in Inergy GP, LLC and (v) Inergy Holdings GP, LLC is the general partner of Inergy Holdings, L.P. Accordingly, Mr. Sherman, Inergy GP, LLC, Inergy Holdings, L.P. and Inergy Holdings GP, LLC may be deemed to be indirect beneficial owners of any securities held by NRGY.
3. NRGY will have the right to appoint all of the directors of the general partner of the Issuer through its control of Inergy Midstream Holdings, L.P., which is the sole member of the Issuer's general partner. Mr. Sherman, who currently is the only voting member of Inergy Holdings GP, L.P., has the authority to appoint all of the directors of Inergy GP, LLC. Accordingly, Mr. Sherman may be deemed to beneficially own the Common Units owned by NRGY. Mr. Sherman disclaims any such beneficial ownership of these Common Units in excess of his pecuniary interest in those Common Units.
Remarks:
See attached for Exhibit 24 - Power of Attorney
/s/ Judy Riddle, as attorney-in-fact for John J. Sherman 12/15/2011
/s/ Judy Riddle, as attorney-in-fact for John J. Sherman, President and Chief Executive Officer of Inergy GP, LLC, on behalf of Inergy, L.P. 12/15/2011
/s/ Judy Riddle, as attorney-in-fact for John J. Sherman, President and Chief Executive Officer of Inergy GP, LLC 12/15/2011
/s/ Judy Riddle, as attorney-in-fact for John J. Sherman, President and Chief Executive Officer of Inergy Holdings GP, LLC, on behalf of Inergy Holdings, L.P. 12/15/2011
/s/ Judy Riddle, as attorney-in-fact for John J. Sherman, President and Chief Executive Officer of Inergy Holdings GP, LLC 12/15/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
rrd293620_331636.html 
                                POWER OF ATTORNEY
                   FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,
                        FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints Laura L. Ozenberger,  Michael K.
Post and Judy R.  Riddle,  or any of them acting  without the others,  with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:

        1.      Execute  for and on  behalf of the  undersigned  (a) any Form 3,
                Form 4 and Form 5 (including  amendments  thereto) in accordance
                with Section  16(a) of the  Securities  Exchange Act of 1934, as
                amended (the "Exchange  Act"), (b) Form 144 and (c) Schedule 13D
                and Schedule 13G  (including  amendments  thereto) in accordance
                with  Sections  13(d) and 13(g) of the Exchange Act, but only to
                the extent  each form or schedule  relates to the  undersigned's
                beneficial ownership of securities of Inergy Midstream,  L.P. or
                any of its subsidiaries;

        2.      Do and  perform  any  and all  acts  for  and on  behalf  of the
                undersigned  that may be  necessary or desirable to complete and
                execute  any Form 3, Form 4, Form 5, Form 144,  Schedule  13D or
                Schedule 13G (including  amendments thereto) and timely file the
                forms or schedules with the  Securities and Exchange  Commission
                and any stock  exchange  or  quotation  system,  self-regulatory
                association  or any  other  authority,  and  provide  a copy  as
                required   by  law  or   advisable   to  such   persons  as  the
                attorney-in-fact deems appropriate; and

        3.      Take any other action in connection  with the foregoing that, in
                the  opinion of the  attorney-in-fact,  may be of benefit to, in
                the best interest of or legally required of the undersigned,  it
                being   understood   that   the   documents   executed   by  the
                attorney-in-fact  on behalf of the undersigned  pursuant to this
                Power of  Attorney  shall be in the form and shall  contain  the
                terms and conditions as the  attorney-in-fact may approve in the
                attorney-in-fact's discretion.

The undersigned hereby grants to the  attorney-in-fact  full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the  exercise of any of the rights and powers  herein  granted,  as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation,  hereby  ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The undersigned
acknowledges  that the  attorneys-in-fact,  in serving in such  capacity  at the
request of the  undersigned,  are not assuming  (nor is Inergy  Midstream,  L.P.
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

The  undersigned  agrees  that  the   attorney-in-fact   may  rely  entirely  on
information  furnished  orally  or in  writing  by or at  the  direction  of the
undersigned to the  attorney-in-fact.  The undersigned  also agrees to indemnify
and hold harmless Inergy Midstream,  L.P. and the  attorney-in-fact  against any
losses, claims, damages or liabilities (or actions in these respects) that arise
out of or are based upon any untrue  statements or omissions of necessary  facts
in the information  provided by or at the direction of the undersigned,  or upon
the lack of timeliness in the delivery of  information by or at the direction of
the   undersigned,   to  the   attorney-in   fact  for  purposes  of  executing,
acknowledging, delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule
13D or Schedule  13G  (including  amendments  thereto)  and agrees to  reimburse
Inergy Midstream, L.P. and the attorney-in-fact on demand for any legal or other
expenses  reasonably  incurred in  connection  with  investigating  or defending
against any such loss, claim, damage, liability or action.

This  Power of  Attorney  shall  remain  in full  force  and  effect  until  the
undersigned  is no  longer  required  to file  Form 3, Form 4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's  holdings  of and  transactions  in  securities  issued  by Inergy
Midstream,  L.P.,  unless earlier revoked by the undersigned in a signed writing
delivered to the  attorney-in-fact.  This Power of Attorney  does not revoke any
other power of attorney that the undersigned has previously granted.

IN WITNESS  WHEREOF,  the  undersigned  has caused  this Power of Attorney to be
executed as of the date written below.

/s/ John J. Sherman
----------------------------------------------------------------------
Signature

John J. Sherman
----------------------------------------------------------------------
Type or Print Name

December 8, 2011
----------------------------------------------------------------------
Date