SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Warburg Pincus (Bermuda) Private Equity GP Ltd. (Last) (First) (Middle) C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2019	3. Issuer Name and Ticker or Trading Symbol SemGroup Corp [ SEMG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Cumulative Perpetual Convertible Preferred Stock	07/19/2019	(5)	Class A Common Stock, $0.01 Par Value	10,051,574(5)	(3)	I	See Footnotes(1)(2)(3)(4)

1. Name and Address of Reporting Person* Warburg Pincus (Bermuda) Private Equity GP Ltd. (Last) (First) (Middle) C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* WP SemGroup Holdings L.P. (Last) (First) (Middle) C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* WP Cayman SemGroup Holdings L.P. (Last) (First) (Middle) C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Warburg Pincus (Europa) Private Equity XII (Cayman), L.P. (Last) (First) (Middle) C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Warburg Pincus (Cayman) XII, L.P. (Last) (First) (Middle) C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Warburg Pincus (Cayman) XII GP LLC (Last) (First) (Middle) C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Warburg Pincus Partners II (Cayman), L.P. (Last) (First) (Middle) C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* KAYE CHARLES R (Last) (First) (Middle) C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Landy Joseph P. (Last) (First) (Middle) C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed on behalf of WP SemGroup Holdings, L.P., a Delaware limited partnership ("WP SemGroup LP"), WP Cayman SemGroup Holdings, L.P., a Delaware limited partnership and general partner of WP SemGroup LP ("WP Cayman SemGroup LP"), Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership and the general partner of WP Cayman SemGroup LP ("WP Europa PE XII LP"), Warburg Pincus (Cayman) XII, L.P., a Cayman Islands exempted limited partnership and the general partner of WP Europa PE XII LP ("WP Cayman XII LP"), Warburg Pincus (Cayman) XII GP LLC, a Delaware limited liability company and the general partner of WP Cayman XII LP ("WP Cayman XII GP LLC"), Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership and sole member of WP Cayman XII GP LLC ("WPP II Cayman LP"),

2. (Continued from footnote 1) Warburg Pincus (Bermuda) Private Equity GP Ltd., a company registered in the Islands of Bermuda and general partner of WPP II Cayman LP ("WP Bermuda PE GP"), Charles R. Kaye and Joseph P. Landy. Messrs. Kaye and Landy are the sole Directors and Co-Chairmen of WP Bermuda PE GP.

3. WP SemGroup LP directly beneficially owns 300,000 shares of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred"), of SemGroup Corporation, a Delaware corporation (the "Company"). By reason of the provisions of Rule 16a-1of the Exchange Act, WP Cayman SemGroup LP, WP Europa PE XII LLP, WP Cayman XII LP, WP Cayman XII GP LLC, WPP II Cayman LP, WP Bermuda PE GP, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of an indeterminate portion of the Securities that may be deemed to be beneficially owned by WP SemGroup LP. WP Cayman SemGroup LP, WP Europa PE XII LLP, WP Cayman XII LP, WP Cayman XII GP LLC, WPP II Cayman LP, WP Bermuda PE GP,

4. (Continued from footnote 3) Mr. Kaye and Mr. Landy may be deemed to have an indirect pecuniary interest in an indeterminate portion of the Securities that may be deemed to be beneficially owned by WP SemGroup LP. Each of WP Cayman SemGroup LP, WP Europa PE XII LLP, WP Cayman XII LP, WP Cayman XII GP LLC, WPP II Cayman LP, WP Bermuda PE GP, Mr. Kaye and Mr. Landy disclaim beneficial ownership of all Securities that may be deemed to be beneficially owned by WP SemGroup LP, except to the extent of any indirect pecuniary interest therein.

5. On or after July 19, 2019 (the eighteen month anniversary of the issue date of the Series A Preferred), each share of Series A Preferred is convertible into such number of shares of class A common stock of the Company, par value $0.01 ("Common Stock"), as is equal to the accreted value of such share of Series A Preferred divided by a conversion price, initially $33.00 (subject to adjustment pursuant to the terms of the Series A Certificate of Designations).

Remarks:

	WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD. By: /s/ Robert B. Knauss, Name: Robert B. Knauss, Title: Authorised Signatory	07/25/2019
	** Signature of Reporting Person	Date
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