Sec Form 13D Filing - SemGroup Corp (SEMG) filing for NGL ENERGY PARTNERS LP (NGL) - 2015-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

NGL Energy Partners LP

(Name of Issuer)

Common units representing limited partnership interests

(Title of Class of Securities)

62913M107

(CUSIP Number)

Candice L. Cheeseman

General Counsel and Secretary

Two Warren Place

6120 S. Yale Avenue, Suite 700

Tulsa, OK 74136-4216

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 8, 2015

(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 that 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.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 (“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).

2

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the original Schedule 13D filed by the undersigned on November 14, 2011, as amended by Amendment No. 1 thereto filed by the undersigned on September 13, 2012, as further amended by Amendment No. 2 thereto filed by the undersigned on August 13, 2014, and as further amended by Amendment No. 3 thereto filed by the undersigned on January 9, 2015 (as amended, the “Original 13D”). This Amendment No. 4 amends the Original 13D as specifically set forth herein. This Amendment No. 4 relates to common units (“Common Units”) representing limited partner interests in NGL Energy Partners LP (the “Issuer”).

Item 2 of the Original 13D is hereby amended and restated as below:

This Amendment No. 4 is filed by SemGroup Corporation, a Delaware corporation (“SemGroup”), a midstream service company providing the energy industry the means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end-users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminalling and storing energy.

SemGroup is a New York Stock Exchange (“NYSE”) listed company, whose common stock trades on the NYSE under the symbol “SEMG”.

The principal business and office address of SemGroup is Two Warren Place, 6120 S. Yale Avenue, Suite 700, Tulsa, OK 74136-4216.

The name and present principal occupation of each director and executive officer of SemGroup (together with SemGroup, the “Covered Persons”) are set forth below. All executive officers and directors listed are United States citizens.

(d) During the last five years, none of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Covered Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Original 13D is hereby amended to add the following:

Beginning January 5, 2015 through April 17, 2015, SemGroup has sold an aggregate of 1,401,979 Common Units for aggregate gross proceeds of $40,159,656.92.

The trade date, the number of Common Units sold on that date, the average price for sales on that date and the gross proceeds for each trade day for all sales during the past 60 days through April 17, 2015 are set forth in the table below:

Item 5 of the Original 13D is hereby amended and restated as below:

(a)(b) The information contained on the cover page and in Items 2 and 3 of this Amendment No. 4 is incorporated herein by reference.

SemGroup is the beneficial owner of the number and percentage of Common Units stated in rows (11) and (13) on the cover page hereto and has sole voting power and dispositive power over such Common Units.

Karl F. Kurz is the beneficial owner of 1,829 Common Units, which represents 0.0% of the Common Units outstanding, and he has sole voting power and dispositive power over such Common Units.

The ownership percentages included in this Amendment No. 4 for SemGroup and Karl F. Kurz are based on 104,777,626 Common Units outstanding as of March 5, 2015 (per the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on March 9, 2015, and assuming that the underwriters’ over-allotment option described therein to purchase an additional 937,500 Common Units was not exercised).

Neither the filing of this Amendment No. 4 nor any of its contents shall be deemed to constitute an admission by any of the Covered Persons (other than by SemGroup and Karl F. Kurz, solely with respect to the Common Units owned by them, respectively) that they are the beneficial owner of any of the Common Units referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Covered Person (other than by SemGroup and Karl F. Kurz, solely with respect to the Common Units owned by them, respectively) except to the extent of such Covered Person’s pecuniary interest, if any, in the Common Units.

(c) Except as described above, the Covered Persons have not engaged in any transactions in any equity securities of the Issuer during the past 60 days through April 17, 2015.

(d) Not applicable.

(e) On April 17, 2015, the undersigned ceased to be the beneficial owner of more than five percent of the Common Units.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 22, 2015