William J. Mault - Dec 9, 2022 Form 4 Insider Report for Summit Midstream Partners, LP (SMLP)

Role: Officer
Signature: /s/ James D. Johnston, Attorney-in-Fact for William J. Mault
Stock symbol: SMLP
Transactions as of: Dec 9, 2022
Transactions value $: $637,441
Form type: 4
Date filed: 12/13/2022, 03:45 PM
Previous filing: Oct 20, 2022
Next filing: Mar 17, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SMLP	Phantom Units	Award	$46.2K	+2.43K		$18.99	2.43K	Dec 9, 2022	Common Units	2.43K		Direct	F1, F2, F3, F4, F5, F6
transaction	SMLP	Phantom Units	Award	$591K	+31.1K		$18.99	31.1K	Dec 9, 2022	Common Units	31.1K		Direct	F1, F2, F4, F5, F6, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each phantom unit is the economic equivalent of one common unit.
F2	The phantom units have been awarded in connection with a compensation agreement approved by the Compensation Committee of the Board of Directors of Summit Midstream GP, LLC (the "Company") on November 29, 2022, permitting executive officers, to forfeit none, 50% or 100% of each vesting tranche of his or her outstanding retention cash component awards granted in each of 2020, 2021 and 2022 in exchange for phantom units to be granted under the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (the "Plan").
F3	The phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) shall vest on March 15, 2024, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive distribution equivalent rights ("DERs") for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
F4	The phantom units and associated DERs do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.
F5	The corresponding number of Phantom Units granted pursuant to the Plan was determined by dividing the cash value of the applicable vesting tranche of the cash retention component award forfeited by such participant by the volume weighted average price of a common unit of the Company during the three trading days ending on and including the date of grant. Due to an oversubscription of the phantom units, the Reporting Person received only 98.54% of the phantom units elected.
F6	The price for each Phantom Unit was calculated from the volume weighted average price of a common unit of the Company during the three trading days ending on and including the date of grant.
F7	Seventy-five percent and twenty-five percent of the phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) shall respectively vest on March 15, 2024 and March 15, 2025, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
F8	After giving effect to the transactions reported in this Report, the Reporting Person holds an aggregate 53,127 phantom units. This total includes phantom units from other tranches with different vesting dates.

Remarks:

The Reporting Person is Executive Vice President and Chief Financial Officer of Summit Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.