UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Manchester Securities Corp. 712 FIFTH AVENUE NEW YORK, NY 10019 |
 |  |  | See (1) below |
Elliot Greenberg, Vice President | 07/28/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Manchester Securities Corp. ("Manchester"), a wholly-owned subsidiary of Elliott Associates, L.P., entered into a Loan Agreement dated as of June 25, 2008 by and among Manchester, SemGroup Holdings, L.P. ("SG Holdings") and another party thereto (the "Loan Agreement"). After events of default with respect to SG Holdings occurred, Manchester, pursuant to its rights under the Loan Agreement, obtained the right to direct the voting of all of the General Partner Units of the issuer and thereafter appointed,, inter alia, Sundar Srinivasan and David Bernfeld, who are employed by an affiliate of Manchester, to the Board of Directors of SemGroup Energy Partners G.P., L.L.C., the general partner of the issuer. Therefore, Manchester may be deemed to be a director of the general partner of the issuer by deputization. |
(2) | SG Holdings owns, and has pledged to Manchester and another lender under the Loan Agreement, its 12,570,504 Subordinated Units in the issuer and a 100% interest in the issuer's General Partner Units (consisting of 690,725 General Partner Units). As a result of the events of default with respect to SG Holdings, Manchester has a right to foreclose on 13/15 of such interests owned by SG Holdings. As of the date of this filing, Manchester has not foreclosed on these interests and has not decided to do so. |
 Remarks: Elliott Associates, L.P. is a Delaware limited partnership.  Paul E. Singer, Elliott Capital Advisors, L.P., a Delaware  limited partnership, which is controlled by Mr. Singer, and Elliott Special GP, LLC, a Delaware limited liability company,  which is controlled by Mr. Singer, are the general partners of Elliott Associates, L.P. |