SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Johnston James David

(Last)

(First)

(Middle)

C/O SUMMIT MIDSTREAM PARTNERS, LP

910 LOUISIANA STREET, SUITE 4200

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [ SMLP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See remarks below.

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
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)

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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽¹⁾	12/09/2022		A⁽²⁾		6,506		⁽³⁾	⁽⁴⁾	Common Units	6,506⁽⁵⁾	$18.9935⁽⁶⁾	6,506	D
Phantom Units	⁽¹⁾	12/09/2022		A⁽²⁾		20,090		⁽⁷⁾	⁽⁴⁾	Common Units	20,090⁽⁵⁾	$18.9935⁽⁶⁾	20,090⁽⁸⁾	D

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one common unit.

2. 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").

3. One-half of 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, 2023, and the other half 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.

4. 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.

5. 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.

6. 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.

7. Twenty percent, sixty percent and twenty 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 the first, second and third anniversaries of March 15, 2022, the Reference Date, 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.

8. After giving effect to the transactions reported in this Report, the Reporting Person holds an aggregate 59,952 phantom units. This total includes phantom units from other tranches with different vesting dates.

Remarks:

The Reporting Person is Executive Vice President, General Counsel, and Chief Compliance 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.

	/s/ James D. Johnston	12/13/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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SEC Form 4 filed by Johnston James David