UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 19, 2015

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

Delaware                001-35257                27-0855785

				
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)	
1400 16th Street, Suite 310
Denver, Colorado   
(Address of principal executive offices)	80202  
(Zip Code)	
    
Registrant’s telephone number, including area code: (720) 457-6060

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

		
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

		
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

		
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

		
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 
Item 7.01 Regulation FD Disclosure.
On October 2, 2014, American Midstream Partners, L.P. (the “Partnership”) received a “Notice of Beginning of Administrative Proceeding” (the “NBAP”) relating to the Internal Revenue Service (the “IRS”) commencing an audit of the Partnership’s 2012 Form 1065 federal tax return.  Under IRS regulations, the Partnership was required to communicate the NBAP to all limited partners who hold less than 1% of its outstanding units (Non-Notice Partners) within 75 days of receipt of the NBAP.  To provide the NBAP to its Non-Notice Partners, the Partnership posted the NBAP on its website under Investor Relations and filed a Current Report on Form 8-K with the Securities Exchange Commission on November 19, 2014
On June 19, 2015, the Partnership received a No Adjustments Letter relating to the IRS audit of Partnership’s 2012 Form 1065 federal tax return.  There were no adjustments proposed by the IRS for the Partnership’s 2012 Form 1065 federal tax return.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX

			
Exhibit No.	 	Description	
99.1	 	No Adjustments Letter	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	
							
 	 	 	 	American Midstream Partners, LP	
 	 	 	 	
 	 	 	 	By :	 	American Midstream GP, LLC,	
 	 	 	 	 	 	its General Partner	
 	 	 	 	
Date: June 24, 2015	 	 	 	By:	 	/s/ Daniel C. Campbell	
 	 	 	 	Name:	 	Daniel C. Campbell	
 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer	

Exhibit Index

	
			
Exhibit No.	 	Description	
99.1	 	No Adjustments Letter	

	
			
Internal Revenue Service	 	Department of the Treasury	
Small Business and Self-Employed	 	 	
915 2nd Avenue, M/S W 140-Tefra    	 	Date:	
Seattle WA 98174	 	June 15, 2015	
 	 	Name of Partnership:	
American Midstream GP LLC    	 	  American Midstream Partners LP	
Tax Matters Partner of    	 	Partnership ID Number:	
American Midstream Partners LP    	 	  27-0855785	
1400 16th Street	 	Tax Year Ended:	
Denver CO 80202	 	  201212	
 	 	Person to Contact:	
 	 	  Monica Marchefka	
 	 	Employee Identification Number:	
 	 	  1000278863	
 	 	Contact Hours:	
 	 	  Mon - Fri, 8:00 am - 4:30 pm PST	
 	 	Telephone Number:	
 	 	(Not a toll-free number)	
 	 	  206-946-3139	

No Adjustments Letter
Dear Taxpayer:
We have completed our review of your return(s) for the years shown above. We are not proposing any adjustments to the return(s), and, for that reason, we will not issue a Notice of Final Partnership Administrative Adjustment.
Federal law requires that you, as the Tax Matters Partner, furnish this information to all other partners in your partnership (named above) within 30 days of receiving this letter.
If you have any questions, please contact the person whose name and telephone number appear above.
Thank you for your cooperation.
Sincerely yours,
/s/ Monica Marchefka

Heather Yocum
Territory Manager, Technical Services Western

cc:

Letter 2621 (Rev. 10-2011)
                     Catalog Number 13291D