| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INERGY MIDSTREAM, L.P. [ NRGM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units | 12/21/2011 | J(3) | 55,925,000 | A | $0 | 55,925,000 | I | See Footnotes(1)(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is jointly filed by Inergy, L.P. ("NRGY"), Inergy GP, LLC, Inergy Holdings, L.P. and Inergy Holdings GP, LLC. |
| 2. As of December 21, 2011, (i) Inergy GP, LLC is the general partner of NRGY, (ii) Inergy Holdings, L.P. owns all of the membership interests in Inergy GP, LLC and (iii) Inergy Holdings GP, LLC is the general partner of Inergy Holdings, L.P. Inergy GP, LLC may be deemed to share beneficial ownership of NRGY's interest in the Issuer through its ability to control NRGY. Inergy Holdings, L.P. may be deemed to share beneficial ownership of NRGY's interest in the Issuer through its ability to control Inergy GP, LLC. Inergy Holdings GP, LLC may be deemed to share beneficial ownership of NRGY's interest in the Issuer through its ability to control Inergy Holdings, L.P. |
| 3. Pursuant to the Contribution, Conveyance and Assumption Agreement by and among Inergy GP, LLC, NRGY, Inergy Propane, LLC, MGP GP, LLC, Inergy Midstream Holdings, L.P., NRGM GP, LLC and the Issuer, dated December 21, 2011, NRGY received 55,925,000 Common Units, representing a 75.2 % limited partner interest, in connection with the closing of the initial public offering of the Issuer's Common Units. |
| 4. Inergy GP, LLC, Inergy Holdings, L.P. and Inergy Holdings GP, LLC disclaim beneficial ownership of the reported securities in excess of such entity's pecuniary interest in the securities. |
| /s/ Judy R. Riddle (attorney-in-fact) for John J. Sherman, President and Chief Executive Officer of Inergy GP, LLC | 12/22/2011 | |
| /s/ Judy R. Riddle (attorney-in-fact) for John J. Sherman, President and Chief Executive Officer of Inergy GP, LLC on behalf of Inergy, L.P. | 12/22/2011 | |
| /s/ Judy R. Riddle (attorney-in-fact) for John J. Sherman, President and Chief Executive Officer of Inergy Holdings GP, LLC, on behalf of Inergy Holdings, L.P. | 12/22/2011 | |
| /s/ Judy R. Riddle (attorney-in-fact) for John J. Sherman, President and Chief Executive Officer of Inergy Holdings GP, LLC | 12/22/2011 | |
| ** 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 4 (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. | ||