As filed with the Securities and Exchange Commission on February 19, 2016
Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of Registrant as specified in its charter)

 

			
Delaware	 	27-0855785	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 
1400 16 th  Street, Suite 310
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)

THIRD AMENDED AND RESTATED
AMERICAN MIDSTREAM GP, LLC
LONG-TERM INCENTIVE PLAN
(Full title of the plan)

________________________________________

Daniel C. Campbell
Senior Vice President and Chief Financial Officer
1400 16 th  Street, Suite 310
Denver, Colorado 80202
(Name and address of agent for service)

(720) 457-6060
(Telephone number, including area code, of agent for service)

________________________________________
	
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	

Large accelerated filer	 	¨	 	Accelerated filer	 	x	
 	 	 	 	
Non-accelerated filer	 	¨   (Do not check if smaller reporting company)	 	Smaller reporting company	 	¨	

CALCULATION OF REGISTRATION FEE

	

 	
Title of securities to be registered	 	Amount to be
 registered (1)	 	Proposed maximum
 offering price per
 share (2)	 	Proposed maximum
 aggregate offering
 price (2)	 	Amount of
 registration fee (2)	
Common units representing limited partner interests	 	6,000,000	 	$5.925	 	$35,550,000	 	$3,580	
 	 	 	 	 	 	 	 	 	
(1) Pursuant to Rule 416(a) under the Securities Act, there is also being registered such additional number of common units as may become available under the Third Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan (the “LTIP”) because of events such as recapitalizations, stock dividends, stock splits or similar transactions effected without the receipt of consideration that increases the number of outstanding common units.
 	
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended, and based on the average of the high and low prices of the common units as reported by the New York Stock Exchange on February 11, 2016.	

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed pursuant to General Instruction E. of Form S-8 under the Securities Act of 1933, as amended, to register an additional 6,000,000 Common Units of American Midstream Partners, LP (the “Registrant”) that may be issued pursuant to the LTIP. The Registrant previously registered Common Units for issuance under the LTIP on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2012 and August 23, 2011. Pursuant to General Instruction E. of Form S-8, the contents of such registration statements, including exhibits thereto as applicable, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the SEC, each of the following exhibits is filed herewith:

			
Exhibit
No.	 	Description of Exhibit	
4.1	 	Certificate of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-173191) initially filed on March 31, 2011)	
 	 	 	
4.2	 	Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed August 16, 2013 (File No 001-35257))	
 	 	 	
4.3	 	First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed November 1, 2013 (File No. 001-35257))	
 	 	 	
4.4	 	Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP. (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed February 4, 2014 (File No. 001-35257))	
 	 	 	
4.4	 	Amendment No. 3 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated January 31, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 31, 2015 (File No. 001-35257))	
 	 	 	
4.5	 	Amendment No. 4 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated March 30, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 31, 2015 (File No. 001-35257))	
 	 	 	
4.6	 	Amendment No. 5 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated July 27, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed July 28, 2015 (File No. 001-35257))	
 	 	 	
4.7	 	Amendment No. 6 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated November 3, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed November 9, 2015 (File No. 001-35257))	
 	 	 	
4.8	 	Certificate of Formation of American Midstream GP, LLC (incorporated by reference to Exhibit 3.4 to American Midstream Partners, LP, Form S-1 filed March 31, 2011 (File No. 333-173191))	
 	 	 	
4.9	 	Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated as of April 16, 2013 (incorporated by reference to Exhibit 3.2 to American Midstream Partners, LP Form 8-K filed April 19, 2013 (File No. 000-35257))	

	
			
4.10	 	Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated as of February 5, 2014 (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP Form 8-K filed February 10, 2014 (File No.001-35257))	
 	 	 	
4.11	 	Amendment No. 2 to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated as of August 7, 2015, (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP Form 8-K filed August 12, 2015 (File No.001-35257))	
 	 	 	
4.12	 	Amendment No. 3 to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated as of November 3, 2015, (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP Form 8-K filed November 9, 2015 (File No.001-35257))	
 	 	 	
4.13	 	Third Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on January 11, 2016 (File No. 001-35257))	
 	 	 	
4.14	 	Form of Amendment of Grant of Phantom Units Under the American Midstream Partners, LP Long-Term Incentive Plan (incorporated by reference to Exhibit 10.28 to American Midstream Partners, LP Form S-1/A filed June 9, 2011 (File No. 333-173191))	
 	 	 	
5.1*	 	Opinion of William B. Mathews	
 	 	 	
23.1*	 	Consent of PricewaterhouseCoopers LLP	
 	 	 	
23.2*	 	Consent of William B. Mathews (contained in Exhibit 5.1)	
 	 	 	
24.1*	 	Power of Attorney (included on the signature page to this Registration Statement)	

	
		
*	Filed herewith.	

Item 9. Undertakings.

(a)    The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:	
 
(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;	

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;	

provided, however,  that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 16(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

		
(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.	

(b)	The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 16(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 16(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	

(c)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.	

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on February 19, 2016.

	
			
 	 AMERICAN MIDSTREAM PARTNERS, LP	
 	 
By: American Midstream GP, LLC, its general partner	
 	 	 	
 	By:	/s/ Daniel C. Campbell	
 	Name:	Daniel C. Campbell	
 	Title:	Senior Vice President and Chief Financial Officer	
 	 	 	
POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints each of William B. Mathews and Daniel C. Campbell, and each of them, severally, acting alone and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any and all amendments (including pre- and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	
			
Signature	Title	Date	
 	 	 	
/s/ Lynn L. Bourdon III	Chairman, President and Chief Executive Officer (principal executive officer)
	February 19, 2016	
Lynn L. Bourdon III		 	
 	 	 	
/s/ Daniel C. Campbell	Senior Vice President and Chief Financial Officer (principal financial officer)	February 19, 2016	
Daniel C. Campbell		 	
 	 	 	
/s/ Tom L. Brock	Vice President, Chief Accounting Officer and Corporate Controller (principal accounting officer)
	February 19, 2016	
Tom L. Brock		 	
 	 	 	
/s/ Stephen W. Bergstrom	Director	February 19, 2016	
Stephen W. Bergstrom		 	
 	 	 	
/s/ John F. Erhard	Director	February 19, 2016	
John F. Erhard		 	
 	 	 	
/s/ Donald R. Kendall, Jr.	Director
	February 19, 2016	
Donald R. Kendall, Jr.		 	
 	 	 	
/s/ Daniel R. Revers	Director
	February 19, 2016	
Daniel R. Revers		 	
 	 	 	
/s/ Rose M. Robeson	Director	February 19, 2016	
Rose M. Robeson		 	
 	 	 	
/s/ Joseph W. Sutton	Director
	February 19, 2016	
Joseph W. Sutton		 	
 	 	 	
/s/ Lucius H. Taylor	Director	February 19, 2016	
Lucius H. Taylor		 	
 	 	 	
/s/ Gerald A. Tywoniuk	Director
	February 19, 2016	
Gerald A Tywoniuk		 	

INDEX TO EXHIBITS

 

			
Exhibit
No.	 	Description of Exhibit	
4.1	 	Certificate of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-173191) initially filed on March 31, 2011)	
 	 	 	
4.2	 	Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed August 16, 2013 (File No 001-35257))	
 	 	 	
4.3	 	First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed November 1, 2013 (File No. 001-35257))	
 	 	 	
4.4	 	Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP. (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed February 4, 2014 (File No. 001-35257))	
 	 	 	
4.4	 	Amendment No. 3 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated January 31, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 31, 2015 (File No. 001-35257))	
 	 	 	
4.5	 	Amendment No. 4 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated March 30, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 31, 2015 (File No. 001-35257))	
 	 	 	
4.6	 	Amendment No. 5 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated July 27, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed July 28, 2015 (File No. 001-35257))	
 	 	 	
4.7	 	Amendment No. 6 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated November 3, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed November 9, 2015 (File No. 001-35257))	
 	 	 	
4.8	 	Certificate of Formation of American Midstream GP, LLC (incorporated by reference to Exhibit 3.4 to American Midstream Partners, LP, Form S-1 filed March 31, 2011 (File No. 333-173191))	
 	 	 	
4.9	 	Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated as of April 16, 2013 (incorporated by reference to Exhibit 3.2 to American Midstream Partners, LP Form 8-K filed April 19, 2013 (File No. 000-35257))	
 	 	 	
4.10	 	Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated as of February 5, 2014 (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP Form 8-K filed February 10, 2014 (File No.001-35257))	
 	 	 	
4.11	 	Amendment No. 2 to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated as of August 7, 2015, (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP Form 8-K filed August 12, 2015 (File No.001-35257))	
 	 	 	
4.12	 	Amendment No. 3 to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated as of November 3, 2015, (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP Form 8-K filed November 9, 2015 (File No.001-35257))	
 	 	 	
4.13	 	Third Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on January 11, 2016 (File No. 001-35257))	

	

4.14	 	Form of Amendment of Grant of Phantom Units Under the American Midstream Partners, LP Long-Term Incentive Plan (incorporated by reference to Exhibit 10.28 to American Midstream Partners, LP Form S-1/A filed June 9, 2011 (File No. 333-173191))	
 	 	 	
5.1*	 	Opinion of William B. Mathews	
 	 	 	
23.1*	 	Consent of PricewaterhouseCoopers LLP	
 	 	 	
23.2*	 	Consent of William B. Mathews (contained in Exhibit 5.1)	
 	 	 	
24.1*	 	Power of Attorney (included on the signature page to this Registration Statement)	

	
		
*	Filed herewith.	

American Midstream Partners, LP

January 18, 2016

American Midstream Partners, LP
American Midstream GP, LLC
1400 16 th Street, Suite 310
Denver, Colorado 80202

RE:	Registration Statement on Form S-8 relating to the Third Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan	

Ladies and Gentlemen:

I am the Senior Vice President and Chief Legal Officer, General Counsel and Corporate Secretary of American Midstream GP, LLC, a Delaware limited liability company (the “ Company ”) (which is general partner of American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”)), and I have acted as counsel to the Company and the Partnership in connection with the execution and filing of the Partnership’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the “ Commission ”) on the date hereof (the “ Registration Statement ”), pursuant to the Securities Act of 1933, as amended (the “ Act ”), providing for the registration of 6,000,000 common units representing limited partner interests (the “ Common Units ”) issuable by the Company in connection with the Third Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan (the “ Plan ”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Common Units.

As counsel, I have examined such matters of fact and questions of law as I considered appropriate for purposes of this opinion . In my examination, I have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to me as originals, and the conformity with the original documents of all documents submitted to me as copies. As to any facts material to my opinion, I have made no independent investigation of such facts and have relied, to the extent that I deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company and the Partnership. I am opining herein as to the Delaware Revised Uniform Partnership Act (the “ Delaware Act ”) and express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is my opinion that, as of the date hereof, when the Common Units shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on the behalf of the recipient and have been issued by the Partnership against payment therefor in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary limited partnership action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the Common Units will be validly issued and, under the Delaware Act, the recipients of the Common Units will have no obligation to make further payments for the Common Units or contributions to the Partnership solely by reason of their ownership of the Common Units or their status as limited partners of the Partnership and will have no personal liability for the obligations of the Partnership solely by reason of being limited partners of the Partnership.

1400 16 th Street, Suite 310 ● Denver, Colorado 80202 ● Phone: 720-457-6060 ● Fax: 720-457-6040
www.americanmidstream.com

American Midstream Partners, LP
American Midstream GP, LLC
January 18, 2016
Page 2

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. I consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

	
	
Very truly yours,	
 	
/s/ William B. Mathews	
 	
Senior Vice President and Chief Legal Officer,	
General Counsel and Corporate Secretary	
American Midstream GP, LLC, general partner of	
American Midstream Partners, LP	

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   
We hereby consent to the incorporation by reference in this Registration Statement on Form   S-8 of our report dated March 10, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in American Midstream Partners LP's Annual Report on Form 10‑K for the year ended December 31, 2014.

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 19, 2016