SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C.  20549
 
SCHEDULE 13D/A
 
(Rule 13d-101)
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)
 
American Midstream Partners, LP

(Name of Issuer)
 
Common Units

(Title of Class of Securities)
 
02752P100

(CUSIP Number)
 
James P. Benson, 5956 Sherry Lane, Suite 900
Dallas, TX 75225, (214) 987-6100
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
July 29, 2016

(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Page  1  of 8 

CUSIP: 02752P100	13D	 	
 	2 of 8	 	

1	names of reporting persons
 
Energy Spectrum Securities Corporation	
2	check the appropriate box if a member of a group
(A) ¨
(B) ¨	
3	sec use only

4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)                        ¨

6	citizenship or place of organization
 
Texas	
 
number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
4,930,252	
	8	shared voting power
 
-	
	9	sole dispositive power
 
4,930,252	
	10	shared dispositive power
 
-	
 
11	aggregate amount beneficially owned by each reporting person
 
4,930,252	
12	check box if the aggregate amount in row (11) excludes certain shares                                             ¨

13	percent of class represented by amount in row (11)
 
15.9713%*	
14	type of reporting person
 
CO	

*           Based on the 30,869,502 common units of the Issuer (“Common Units”) outstanding as of May 6, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 9, 2016.

 

CUSIP: 02752P100	13D	 	
 	3 of 8	 	

1	names of reporting persons
 
Energy Spectrum VI LLC	
2	check the appropriate box if a member of a group
(A) ¨
(B) ¨	
3	sec use only

4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)                        ¨

6	citizenship or place of organization
 
Texas	
 
number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
4,930,252	
	8	shared voting power
 
-	
	9	sole dispositive power
 
4,930,252	
	10	shared dispositive power
 
-	
 
11	aggregate amount beneficially owned by each reporting person
 
4,930,252	
12	check box if the aggregate amount in row (11) excludes certain shares                                             ¨

13	percent of class represented by amount in row (11)
 
15.9713%*	
14	type of reporting person
 
OO	

*           Based on the 30,869,502 common units of the Issuer (“Common Units”) outstanding as of May 6, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 9, 2016.

 

CUSIP: 02752P100	13D	 	
 	4 of 8	 	

1	names of reporting persons
 
Energy Spectrum Capital VI LP	
2	check the appropriate box if a member of a group
(A) ¨
(B) ¨	
3	sec use only

4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)                        ¨

6	citizenship or place of organization
 
Delaware	
 
number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
4,930,252	
	8	shared voting power
 
-	
	9	sole dispositive power
 
4,930,252	
	10	shared dispositive power
 
-	
 
11	aggregate amount beneficially owned by each reporting person
 
4,930,252	
12	check box if the aggregate amount in row (11) excludes certain shares                                             ¨

13	percent of class represented by amount in row (11)
 
15.9713%*	
14	type of reporting person
 
PN	

*           Based on the 30,869,502 common units of the Issuer (“Common Units”) outstanding as of May 6, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 9, 2016.

 

CUSIP: 02752P100	13D	 	
 	5 of 8	 	

1	names of reporting persons
 
Energy Spectrum Partners VI LP	
2	check the appropriate box if a member of a group
(A) ¨
(B) ¨	
3	sec use only

4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)                        ¨

6	citizenship or place of organization

Delaware	
 
number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
4,930,252	
	8	shared voting power
 
-	
	9	sole dispositive power
 
4,930,252	
	10	shared dispositive power
 
-	
 
11	aggregate amount beneficially owned by each reporting person
 
4,930,252	
12	check box if the aggregate amount in row (11) excludes certain shares                                             ¨
 	
13	percent of class represented by amount in row (11)
 
15.9713%*	
14	type of reporting person
 
PN	

*           Based on the 30,869,502 common units of the Issuer (“Common Units”) outstanding as of May 6, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 9, 2016.

 

CUSIP: 02752P100	13D	 	
 	6 of 8	 	

	ITEM 1.	SECURITY AND ISSUER.	

This statement on this Amendment No. 3 to Schedule 13D amends and supplements the Statement on Schedule 13D filed on October 14, 2014, as amended by the statement on Schedule 13D/A filed on February 23, 2016, as amended by the statement on Schedule 13D/A filed on July 14, 2016 (as amended, this “Schedule 13D”), filed with respect to common units (“Common Units”) of American Midstream Partners, LP (the “Issuer”). The Issuer’s principal executive offices are located at 1400 16th Street, Suite 310, Denver, CO 80202.
 
	ITEM 2.	IDENTITY AND BACKGROUND.	
 
No changes or amendments to Item 2.
 
	ITEM 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.	
 
No changes or amendments to Item 3.
 
	ITEM 4.	PURPOSE OF TRANSACTION.	
 
No changes or amendments to Item 4.

	ITEM 5.	INTEREST IN SECURITIES OF THE ISSUER.	
 
Items 5(a), (b) and (c) are hereby amended and restated in their entireties as follows:
 
(a)      As of the date hereof, the Reporting Persons may be deemed to be the direct or indirect beneficial owners of 4,930,252 Common Units, representing approximately 15.9713% of the Issuer’s outstanding Common Units. The calculation of beneficial ownership percentage is based on a total number of issued and outstanding Common Units of 30,869,502 (which is the number of shares listed as outstanding under the Issuer’s most recent 10-Q). The Management Persons do not beneficially own any Common Units.
 
Other than as set forth above, the Reporting Persons and Management Persons are not the beneficial owners of any Common Units individually.
 
(b)      The Reporting Persons have sole power to vote and dispose of 4,930,252 Common Units.

 

CUSIP: 02752P100	13D	 	
 	7 of 8	 	

(c)      Pursuant to the terms of a Distribution Agreement, dated July 8, 2016, by and between ESP and Raymond James & Associates, Inc., since the most recent Schedule 13D filing ESP has sold Common Units on the New York Stock Exchange as more fully described in the table below.
 
Date	Number of Common Units	Average Price Per Unit	
July 13, 2016	 29,900	$12.1897	
July 14, 2016	 21,964	$12.1017	
July 15, 2016	 6,800	$12.1443	
July 18, 2016	 13,163	$12.0266	
July 20, 2016	 7,069	$12.0071	
July 21, 2016	 34,030	$12.0528	
July 22, 2016	 98,813	$12.0581	
July 25, 2016	 9,909	$12.0258	
July 26, 2016	 34,707	$12.0132	
July 27, 2016	 13,545	$12.0061	
July 28, 2016	 14,408	$12.0281	
July 29, 2016	 105,303	$12.0297	
 
	ITEM 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.	
 
No changes or amendments to Item 6.
 
	ITEM 7.	MATERIAL TO BE FILED AS EXHIBITS.	
 
No changes or amendments to Item 7.

 

CUSIP: 02752P100	13D	 	
 	8 of 8	 	

SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date: August 1, 2016
 
 	ENERGY SPECTRUM SECURITIES CORPORATION	

 	By:	 /s/ James P. Benson	
 	Name:	James P. Benson	
 	Title:	Vice President	
 
 	ENERGY SPECTRUM VI LLC	

 	By:	 /s/ James P. Benson	
 	Name:	James P. Benson	
 	Title:	 Managing Director	
 
 	ENERGY SPECTRUM CAPITAL VI LP	
 	 	 	
 	By:	Energy Spectrum VI LLC,	
 	 	its general partner	

 	By:	 /s/ James P. Benson	
 	Name:	 James P. Benson	
 	Title:	 Managing Director	
 
 	ENERGY SPECTRUM PARTNERS VI LP	
 	 	 	
 	By:	Energy Spectrum Capital VI LP,	
 	 	its general partner	

 	By:	 /s/ James P. Benson	
 	Name:	 James P. Benson	
 	Title:	 Managing Director