Oaktree Capital II, L.P.

SEC source: 0001104659-19-029376 · a4.xml · derivative · entry 1

OAKTREE FUND GP II, L.P. · CIK 0001402869 · 10% owner

Oaktree Capital II, L.P. · CIK 0001403378 · 10% owner

Oaktree Holdings, Inc. · CIK 0001403382 · 10% owner

Oaktree Capital Group, LLC · CIK 0001403528 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Units · 12,473,191 shares

Expires not disclosed

F1 · derivative.exercise_price: The 10.75% Class A Convertible Preferred Units (the "Preferred Units") are convertible at the quotient (the "Conversion Rate"), per unit and subject to certain adjustments, of (i) $12.035 (the "Class A Preferred Unit Price") and (ii) the Class A Preferred Unit Price; provided, however, that if the volume-weighted average trading price (the "VWAP Price") for the fifteen (15) consecutive trading days ending on the trading day immediately preceding the Initial Conversion Date is less than the Class A Preferred Unit Price (such price, the "Adjusted VWAP Price"), then at all times on and after the Initial Conversion Date, the figure used in clause (ii) shall be the greater of (A) the Adjusted VWAP Price and (B) $5.00 (subject to adjustment for any splits, combinations or recapitalizations).

F2 · kind: On May 10, 2019, the Issuer redeemed all outstanding Preferred Units for consideration of $13.2385 per unit.

F2 · derivative.exercise_date: On May 10, 2019, the Issuer redeemed all outstanding Preferred Units for consideration of $13.2385 per unit.

F2 · derivative.expiration_date: On May 10, 2019, the Issuer redeemed all outstanding Preferred Units for consideration of $13.2385 per unit.

F3 · balance_after: The Form 4 filed by the Reporting Persons on April 9, 2019 incorrectly stated the number of securities beneficially owned following the reported redemption of Preferred Units.

F4 · ownership.nature: Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV A, LLC ("NGL CIV") and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV. Highstar Capital GP IV, L.P. ("Highstar GP IV") is one of two members of Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism") and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar NGL Main Interco LLC ("Highstar Main") and is the managing member of NGL Prism/IV-A Blocker LLC ("NGL Blocker") and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by Highstar Prism, Highstar Main, NGL CIV and NGL Blocker.

F5 · ownership.nature: Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Preferred Units and Warrants held by Highstar Prism, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. Each such entity or person disclaims any such beneficial ownership of such securities.

SEC source: 0001104659-19-020490 · a4.xml · derivative · entry 3

OAKTREE FUND GP II, L.P. · CIK 0001402869 · 10% owner

Oaktree Capital II, L.P. · CIK 0001403378 · 10% owner

Oaktree Holdings, Inc. · CIK 0001403382 · 10% owner

Oaktree Capital Group, LLC · CIK 0001403528 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Units · 1,458,371 shares

Expires not disclosed

F9 · derivative.exercise_date: The warrants are currently exercisable.

F9 · derivative.expiration_date: The warrants are currently exercisable.

F1 · ownership.nature: Represents 412,237, 286,567, 607,654 and 151,913 common units representing limited partner interests in the Issuer ("Common Units") held of record by Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism"), Highstar NGL Main Interco LLC ("Highstar Main"), NGL CIV A, LLC ("NGL CIV") and NGL Prism/IV-A Blocker LLC ("NGL Blocker"), respectively.

F2 · ownership.nature: Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV. Highstar Capital GP IV, L.P. ("Highstar GP IV") is one of two members of Highstar Prism and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar Main and is the managing member of NGL Blocker and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by each of the Purchasers.

F3 · ownership.nature: Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Preferred Units and Warrants held by Highstar Prism, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. Each such entity or person disclaims any such beneficial ownership of such securities.

SEC source: 0001104659-19-020490 · a4.xml · derivative · entry 2

OAKTREE FUND GP II, L.P. · CIK 0001402869 · 10% owner

Oaktree Capital II, L.P. · CIK 0001403378 · 10% owner

Oaktree Holdings, Inc. · CIK 0001403382 · 10% owner

Oaktree Capital Group, LLC · CIK 0001403528 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 17,670,501

Underlying: Common Units · 7,468,874 shares

Expires not disclosed

F4 · derivative.exercise_price: The 10.75% Class A Convertible Preferred Units (the "Preferred Units") are convertible at the quotient (the "Conversion Rate"), per unit and subject to certain adjustments, of (i) $12.035 (the "Class A Preferred Unit Price") and (ii) the Class A Preferred Unit Price; provided, however, that if the volume-weighted average trading price (the "VWAP Price") for the fifteen (15) consecutive trading days ending on the trading day immediately preceding the Initial Conversion Date is less than the Class A Preferred Unit Price (such price, the "Adjusted VWAP Price"), then at all times on and after the Initial Conversion Date, the figure used in clause (ii) shall be the greater of (A) the Adjusted VWAP Price and (B) $5.00 (subject to adjustment for any splits, combinations or recapitalizations).

F5 · kind: On April 5, 2019, the Issuer redeemed 7,468,874 Preferred Units for consideration of $13.7678 per share.

F6 · derivative.exercise_date: The Preferred Units are convertible into Common Units any time after the third anniversary (the "Initial Conversion Date") of May 11, 2016 (the "Closing Date").

F7 · derivative.exercise_date: At any time after the eighth anniversary of the Closing Date, the Issuer shall have the right to convert all of the outstanding Preferred Units into Common Units at the Conversion Rate then in effect, provided that the Issuer has paid in full all quarterly distributions on the outstanding Preferred Units and that certain conditions have been satisfied.

F6 · derivative.expiration_date: The Preferred Units are convertible into Common Units any time after the third anniversary (the "Initial Conversion Date") of May 11, 2016 (the "Closing Date").

F7 · derivative.expiration_date: At any time after the eighth anniversary of the Closing Date, the Issuer shall have the right to convert all of the outstanding Preferred Units into Common Units at the Conversion Rate then in effect, provided that the Issuer has paid in full all quarterly distributions on the outstanding Preferred Units and that certain conditions have been satisfied.

F2 · ownership.nature: Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV. Highstar Capital GP IV, L.P. ("Highstar GP IV") is one of two members of Highstar Prism and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar Main and is the managing member of NGL Blocker and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by each of the Purchasers.

F3 · ownership.nature: Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Preferred Units and Warrants held by Highstar Prism, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. Each such entity or person disclaims any such beneficial ownership of such securities.

F8 · ownership.nature: Represents 3,525,809, 2,450,979, 5,197,206 and 1,299,301 Preferred Units held of record by Highstar Prism, Highstar Main, NGL CIV and NGL Blocker, respectively.

SEC source: 0001104659-19-020490 · a4.xml · nonDerivative · entry 1

OAKTREE FUND GP II, L.P. · CIK 0001402869 · 10% owner

Oaktree Capital II, L.P. · CIK 0001403378 · 10% owner

Oaktree Holdings, Inc. · CIK 0001403382 · 10% owner

Oaktree Capital Group, LLC · CIK 0001403528 · 10% owner

Oaktree Capital Group Holdings GP, LLC · CIK 0001403525 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,458,371

F1 · ownership.nature: Represents 412,237, 286,567, 607,654 and 151,913 common units representing limited partner interests in the Issuer ("Common Units") held of record by Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism"), Highstar NGL Main Interco LLC ("Highstar Main"), NGL CIV A, LLC ("NGL CIV") and NGL Prism/IV-A Blocker LLC ("NGL Blocker"), respectively.

F2 · ownership.nature: Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV. Highstar Capital GP IV, L.P. ("Highstar GP IV") is one of two members of Highstar Prism and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar Main and is the managing member of NGL Blocker and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by each of the Purchasers.

F3 · ownership.nature: Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Preferred Units and Warrants held by Highstar Prism, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. Each such entity or person disclaims any such beneficial ownership of such securities.