Stonepeak GP Holdings LP Form 4 Filed 2023-02-02

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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1. Name and Address of Reporting Person ^*

Stonepeak Catarina Holdings LLC

2. Issuer Name and Ticker or Trading Symbol
Evolve Transition Infrastructure LP [SNMP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

55 HUDSON YARDS, 550 W. 34TH STREET, 48TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2023

(Street)

NEW YORK, NY 10001

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Preferred Units	01/31/2023		A⁽¹⁾		1,276,605	A	⁽¹⁾	37,751,040	D⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Securities Underlying Derivative Security (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stonepeak Catarina Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001		X		See Remarks
Stonepeak Catarina Upper Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001		X		See Remarks
Stonepeak Infrastructure Fund (Orion AIV) LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001		X		See Remarks
Stonepeak Associates LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001		X		See Remarks
Stonepeak GP Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001		X		See Remarks
Stonepeak GP Investors LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001		X		See Remarks
Stonepeak GP Investors Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001		X		See Remarks
Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001		X		See Remarks
Stonepeak Texas Midstream Holdco LLC 550 WEST 34TH STREET 48TH FLOOR NEW YORK, NY 10001		X		See Remarks

Explanation of Responses:

1.	These Class C Preferred Units of the Issuer (the "Class C Preferred Units") are payable by the Issuer in satisfaction of the fourth quarter 2022 distribution of the Class C Preferred Units. The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units.
2.	These Class C Preferred Units are owned directly by Stonepeak Catarina Holdings LLC ("Stonepeak Catarina"). Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Mr. Dorrell serves as the sole controlling managing member of Stonepeak GP Investors Manager LLC.
3.	Each Reporting Person disclaims beneficial ownership of the Class C Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Class C Preferred Units for purposes of Section 16 of the Exchange Act, or for any other purpose.
Remarks: Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be a director-by-deputization by virtue of Stonepeak Catarina's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). David Kinder and Michael Heim serve as Stonepeak Catarina's designated directors on the Board. In addition, Michael Bricker and John Steen also serve as members of the Board.

	Signatures
	/s/ Michael Dorrell	02/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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Exhibit 99.1

STONEPEAK CATARINA HOLDINGS LLC
By: STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member
By: STONEPEAK CATARINA UPPER HOLDINGS LLC, its managing member
By: STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 02/02/2023

STONEPEAK CATARINA UPPER HOLDINGS LLC
By: STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 02/02/2023

STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 02/02/2023

STONEPEAK ASSOCIATES LLC
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 02/02/2023

STONEPEAK GP HOLDINGS LP
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 02/02/2023

STONEPEAK GP INVESTORS LLC
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 02/02/2023

STONEPEAK GP INVESTORS MANAGER LLC
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 02/02/2023

STONEPEAK TEXAS MIDSTREAM HOLDCO LLC
By: STONEPEAK ASSOCIATES LLC, its managing member
By: STONEPEAK GP HOLDINGS LP, its sole member
By: STONEPEAK GP INVESTORS LLC, its general partner
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member
	Date: 02/02/2023