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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 | ||||||||
| Phantom Units | (1) | 01/27/2016 | A | 17,500 | (2) | (3) | Common Units | 17,500 | $ 0 | 34,713 | D | ||||
| Phantom Units | (1) | 07/09/2015 | A | 17,213 | (4) | (3) | Common Units | 17,213 | $ 0 | 17,213 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bush Amanda 12377 MERIT DRIVE SUITE 300 DALLAS, TX 75251 |
Chief Financial Officer | |||
| /s/ Stacy Murray, as Attorney in Fact for Amanda Bush | 02/05/2016 | |
| **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) | Phantom units awarded under the Issuer's 2013 Long-Term Incentive Plan. Each Phantom unit is the economic equivalent of one common unit of Azure Midstream Partners, LP and entitles the grantee to receive one common unit or an amount of cash equal to the fair market value of a common unit upon the vesting of the phantom unit. |
| (2) | The phantom units shall vest in a single installment with such vesting in full to take place on July 18, 2016. |
| (3) | Upon the termination of the Reporting Person's services for any reason during an applicable restricted period, all outstanding unvested phantom units held by such Reporting Person shall be automatically forfeited, unless such forfeiture is otherwise waived, in whole or in part, by the board of directors of Azure Midstream Partners GP, LLC, the general partner of the Issuer (the "General Partner"). |
| (4) | The phantom units shall vest in three equal annual installments with the first installment vesting on June 30, 2016. |
| Remarks: The Reporting Person is the Chief Financial Officer of the General Partner. The Issuer is managed by the directors and executives of the General Partner. In reference to the grant of phantom units on July 9, 2015, the Reporting Person was not subject to Section 16 reporting at the time of the grant. | |