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Form 4 Sanchez Production Partn For: Aug 01 Filed by: HITE MLP Advantage LP

August 17, 2016 12:34 PM EDT
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 *
HITE Hedge Asset Management LLC
(Last) (First) (Middle)
ONE GATEWAY CENTER
SUITE 308
(Street)
NEWTON MA 02458
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sanchez Production Partners LP [ SPP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2016
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Sanchez Production Partners 08/09/2016 08/12/2016 S   3,388 D $ 10.68 551,885 (1) (2) D (1) (2) (3) (4) (5)  
Sanchez Production Partners 08/11/2016 08/16/2016 S   10,000 D $ 10.71 541,885 D (1) (2) (3) (4) (5)  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash Settled Equity Swap $ 0 08/01/2016 08/04/2016 S /K     7,600 12/31/2016 12/31/2016 Sanchez Production Partners 7,600 $ 10.5872 135,135 I See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5)
Cash Settled Equity Swaps $ 0 08/02/2016 08/05/2016 S /K     2,589 12/31/2016 12/31/2016 Sanchez Production Partners 2,589 $ 10.5773 132,546 I See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5)
Cash Settled Equity Swaps $ 0 08/03/2016 08/08/2016 S /K     100 12/31/2016 12/31/2016 Sanchez Production Partners 100 $ 10.53 132,446 I See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5)
Cash Settled Equity Swap $ 0 08/04/2016 08/09/2016 S /K     900 12/31/2016 12/31/2016 Sanchez Production Partners 900 $ 10.50 131,546 I See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5)
Cash Settled Equity Swap $ 0 08/08/2016 08/11/2016 S /K     6,092 12/31/2016 12/31/2016 Sanchez Production Partners 6,092 $ 10.8087 121,454 I See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5)
Cash Settled Equity Swap $ 0 08/09/2016 08/12/2016 S /K     3,300 12/31/2016 12/31/2016 Sanchez Production Partners 3,300 $ 10.7514 122,154 I See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5)
Cash Settled Equity Swap $ 0 08/10/2016 08/10/2016 S /K     1,292 12/31/2016 12/31/2016 Sanchez Production Partners 1,292 $ 10.70 120,862 I see Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5)
Cash Settled Equity Swap $ 0 08/11/2016 08/16/2016 S /K     10,000 12/31/2016 12/31/2016 Sanchez Production Partners 10,000 $ 10.7051 110,862 I See Footnotes (1)(2)(3)(4)(5) (1) (2) (3) (4) (5)
Explanation of Responses:
1. The securities disclosed in this Form 4 may be deemed indirectly beneficially owned by HITE Hedge Asset Management LLC. The securities are directly held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP, and HITE MLP Advantage LP (collectively, the "HITE Funds"), for which HITE Hedge Asset Management LLC is the investment advisor. Mr. Jampel serves as Managing Member of HITE Hedge Asset Management LLC.
2. (Continued from footnote 1) Each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed to be the indirect beneficial owners of such Common Units held by the HITE Funds by virtue of their direct and indirect control of the HITE funds.
3. (Continued from footnote 2) the reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(g) group with HITE Hedge Asset Management LLC as disclosed in a Schedule 13G filed on behalf of the Reporting Persons on April 22, 2016. As of April 22, 2016, the member of this Section 13(g) group collectively owned more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein.
4. The number of Common Units reported herein does not include an additional aggregate 204,474 common units HITE believes the Reporting Persons are entitled to receive pursuant to the terms of the Issuer's Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2015. The Reporting Persons are in discussions with the Issuer about their entitlement to these Common Units.
5. In addition to the Common Units reported herein, two other funds (HITE Hedge Offshore, Ltd., HITE MLP Caymans Ltd.) for which HITE serves as investment advisor have exposure to 169,000 (110,762 after the sales) through cash-settled equity swaps (the "Equity Swaps") under which its profit will be bad upon ay increase in value in the common units and its loss will be based upon any decrease in the value of the common units over the term of the transactions. The Equity Swaps may only be settled in cash and do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any common units and do not require the counterpart thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any common units that may be referenced in the swap contracts or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.
James Conant 08/16/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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