Edgar Filing: Rose Rock Midstream, L.P.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SemGroup Corp

2. Issuer Name and Ticker or Trading Symbol
Rose Rock Midstream, L.P. [RRMS]

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

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

(Last)

(First)

(Middle)

TWO WARREN PLACE, 6120 SOUTH YALE AVENUE, SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2015

(Street)

TULSA, OK 74136-4216

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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partner interests	01/01/2015		C		3,750,000	A	⁽¹⁾	10,564,709	I	See footnote ⁽²⁾
Common Units representing limited partner interests	02/13/2015		A		1,750,000	A	⁽³⁾	12,314,709	I	See footnote ⁽²⁾
Common Units representing limited partner interests	02/17/2015		C		8,389,709	A	⁽⁴⁾	20,704,418	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Units representing limited partner interests

⁽¹⁾

01/01/2015

3,750,000

⁽⁵⁾

Common Units representing limited partner interests

3,750,000

$ 0

See footnote ⁽²⁾

Subordinated Units representing limited partner interests

⁽⁴⁾

02/17/2015

8,389,709

⁽⁶⁾

Common Units representing limited partner interests

8,389,709

$ 0

See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SemGroup Corp TWO WARREN PLACE 6120 SOUTH YALE AVENUE, SUITE 700 TULSA, OK 74136-4216	X	X
Rose Rock Midstream Holdings, LLC TWO WARREN PLACE 6120 S. YALE AVENUE, SUITE 700 TULSA, OK 74136-4216	X	X
Rose Rock Midstream Corp TWO WARREN PLACE 6120 S. YALE AVENUE, SUITE 700 TULSA, OK 74136-4216		X

Signatures

Candice L. Cheeseman, Secretary and General Counsel of SemGroup Corporation		02/18/2015
^**Signature of Reporting Person		Date
Candice L. Cheeseman, Secretary and General Counsel of Rose Rock Midstream Holdings, LLC		02/18/2015
^**Signature of Reporting Person		Date
Candice L. Cheeseman, Secretary and General Counsel of Rose Rock Midstream Corporation		02/18/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	3,750,000 Class A Units converted into Common Units on a one-for-one basis on January 1, 2015.
(2)	This Form 4 is being filed jointly by SemGroup Corporation ('SemGroup'), Rose Rock Midstream Holdings, LLC ('Holdings') and Rose Rock Midstream Corporation ('RRMC). SemGroup directly owns 100% of the outstanding members interests of Holdings. Holdings directly owns 100% of the issued and outstanding shares of common stock of RRMC. SemGroup may therefore be deemed to beneficially own securities of the Issuer owned directly by Holdings and RRMS and Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by RRMC.
(3)	In connection with the closing of the transactions contemplated by that certain Amended and Restated Contribution Agreement dated as of February 13, 2015, by and among SemGroup, SemDevelopment, L.L.C., Holdings, Rose Rock Midstream GP, LLC, the Issuer and Rose Rock Midstream Operating, LLC, the Issuer issued to Holdings, among other consideration, 1,750,000 Common Units representing limited partner interests in the Issuer in exchange for 100% membership interest in each of Wattenberg Holding, LLC and Glass Mountain Holding, LLC. Glass Mountain Holding, LLC owns a 50% membership interest in Glass Mountain Pipeline, LLC.
(4)	8,389,709 Subordinated Units converted into Common Units on a one-for-one basis on February 17, 2015.
(5)	The Class A Units have no expirations date and convert into Common Units representing limited partner interests in the Issuer on a one-for-one basis on the first day of the month immediately following the first month for which average daily throughput volumes on the White Cliffs Pipeline for such month are 125 thousand barrels per day or greater.
(6)	The Subordinated Units have no expiration date and convert into Common Units on a one-for-one basis at the end of the subordination period described in the Issuers Registration Statement on Form S-1 (File No. 333-176260).

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