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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Waiver Units - Class 1 | $ 0 (1) | 03/05/2012 | M | 305,908 | 02/16/2012(6) | 01/01/2021(7) | Common Units - Class A | 305,908 | $ 0 (1) | 0 | I | By Quintana Energy Partners II, L.P. (2) | |||
| Waiver Units - Class 1 | $ 0 (3) | 03/05/2012 | M | 30,780 | 02/16/2012(6) | 01/01/2021(7) | Common Units - Class A | 30,780 | $ 0 (3) | 0 | I | By QEP II Genesis TE Holdco, LP (2) | |||
| Waiver Units - Class 1 | $ 0 (4) | 03/05/2012 | M | 7,652 | 02/16/2012(6) | 01/01/2021(7) | Common Units - Class A | 7,652 | $ 0 (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Evans Donald L 500 W TEXAS AVENUE SUITE 960 MIDLAND, TX 79701 |
X | |||
| Donald L. Evans | 03/06/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Quintana Energy Partners II, L.P. ("QEP II") elected to convert 305,908 Waiver Units - Class 1 on March 5, 2012, which comprised all of the Waiver Units of that class owned by QEP II. The Waiver Units - Class 1 are convertible into Common Units - Class A on a one-for-one basis, resulting in QEP II's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 1 converted. |
| (2) | Each of QEP II and QEP II Genesis TE Holdco, LP ("Holdco") has (i) Quintana Capital Group II, L.P. as its general partner ("QCG II") (with Quintana Capital Group GP, Ltd. ("QCG GP") as the general partner of QCG II), (ii) management services provided by QEP Management Co., L.P. ("QEP Management") and (iii) membership interests in Q GEI Holdings, LLC ("Q GEI"). By virtue of the reporting person's relationship with or interest in QCG GP, QCG II, QEP Management and Q GEI, he may be deemed to have shared voting and dispositive power over these securities. |
| (3) | Holdco elected to convert 30,780 Waiver Units - Class 1 on March 5, 2012, which comprised all of the Waiver Units of that class owned by Holdco. The Waiver Units - Class 1 are convertible into Common Units - Class A on a one-for-one basis, resulting in Holdco's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 1 converted. |
| (4) | The reporting person elected to convert 7,652 Waiver Units - Class 1 on March 5, 2012, which comprised all of the Waiver Units of that class owned by the reporting person. The Waiver Units - Class 1 are convertible into Common Units - Class A on a one-for-one basis, resulting in the reporting person's acquisition of a number of Common Units - Class A equal to the number of Waiver Units - Class 1 converted. |
| (5) | The 104,199 Common Units - Class A owned by Donald L. Evans, includes 94,753 Common Units - Class A (including 7,652 Waiver Units - Class 1 which were converted to Common Units - Class A) distributed from Don Evans Group, Ltd to Donald L. Evans in transactions exempt under Rule 16a-13. |
| (6) | The Waiver Units, among other rights, preferences and privileges, are entitled to quarterly distributions of $0.001786 per Waiver Unit and are convertible on a one-for-one basis at the option of the holder upon, among other things, payment of a quarterly cash distribution on the Common Units - Class A that has a coverage ratio of at least 1.10 and equals or exceeds the applicable distribution level: (i) Class 1 - $0.43 per Common Unit; (ii) Class 2 - $0.46 per Common Unit; (iii) Class 3 - $0.49 per Common Unit; and (iv) Class 4 - $0.52 per Common Unit. The Waiver Units will also automatically convert to Common Units - Class A upon the six-month anniversary of the occurrence of the circumstances that give rise to the right of the holder to convert. The Waiver Units - Class 1 became convertible on February 16, 2012. |
| (7) | Waiver Units that have not become convertible by January 1, 2021 shall, as of the close of business on such date, automatically be cancelled. |