UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2012

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from        to

Commission File Number: 001-35257





AMERICAN MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 27-0855785                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1614 15th Street, Suite 300                                    |  |                                     
|Denver, CO                                                     |  | 80202                               
|(Address of principal executive offices)                       |  | (Zip code)                          

(720) 457-6060

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    x  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                 |  |                           |  |  
|----------------------- |  | ----------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                               |  | Accelerated filer         |  |  ̈
|                        |  |                                                 | 
|Non-accelerated filer   |  | x (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).     ̈  Yes    x  No

There were 4,581,850 common units and 4,526,066 subordinated units of American Midstream Partners, LP outstanding as of July 31, 2012. Our common units trade on the New York Stock Exchange under the
ticker symbol AMID.









---

Explanatory Note

American Midstream Partners, LP is filing this Amendment No. 1
to its quarterly report on Form 10-Q for the period ended June 30, 2012 (the Form 10-Q) for the sole purpose of filing Exhibit 10.3 in Part II. Item 6 and in the Exhibit Index thereto.

No other changes have been made to the Form 10-Q other than filing the exhibit described above. This Form 10-Q/A speaks as of the original filing date of
the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.



2



---

|               |  |                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Exhibit                                                                                                                                                                                                                                                                                                                                 
|               | 
|3.1            |  | Certificate of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Commission File
No. 333-173191) filed on March 31, 2011).                                                                                                                    
|               | 
|3.2            |  | Second Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K
(Commission File No. 001-35257) filed on August 4, 2011).                                                                                                   
|               | 
|3.3            |  | Certificate of Formation of American Midstream GP, LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (Commission File No. 333-173191)
filed on March 31, 2011).                                                                                                                                   
|               | 
|3.4            |  | Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1
(Commission File No. 333-173191) filed on March 31, 2011).                                                                                                   
|               | 
|3.5            |  | First Amendment to Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.2 to the Current Report on
Form 8-K (Commission File No. 001-35257) filed on August 4, 2011).                                                                                         
|               | 
|10.1           |  | Employment Agreement, dated April 2, by and between American Midstream GP, LLC and Daniel C. Campbell (incorporated by reference to Exhibit 10.1 to the Current Report in Form 8-K
(Commission File No. 001-35257) filed on April 16, 2012).                                                                                            
|               | 
|10.2           |  | Second Amendment, dated June 27, 2012, to Credit Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (Commission File No. 001-35257) filed on July
2, 2012).                                                                                                                                         
|               | 
|10.3*          |  | Purchase and Sale Agreement, dated May 25, 2012, by and between Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC, collectively as
Seller and Quantum Resources Management, LLC and American Midstream Chatom Unit 1, LLC, American Midstream Chatom Unit 2, LLC, collectively as Buyer.
|               | 
|31.1*          |  | Certification of Brian F. Bierbach, President and Chief Executive Officer of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, for the June 30,
2012 Quarterly Report on Form 10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                        
|               | 
|31.2*          |  | Certification of Daniel C. Campbell, Senior Vice President & Chief Financial Officer of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, for
the June 30, 2012 Quarterly Report on Form 10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                             
|               | 
|32.1*          |  | Certification of Brian F. Bierbach, President and Chief Executive Officer of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, for the June 30,
2012 Quarterly Report on Form 10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                        
|               | 
|32.2*          |  | Certification of Daniel C. Campbell, Senior Vice President & Chief Financial Officer of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, for
the June 30, 2012 Quarterly Report on Form 10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                             
|               | 
|**101.INS      |  | XBRL Instance Document                                                                                                                                                                                                                                                                                                                  
|               | 
|**101.SCH      |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                 
|               | 
|**101.CAL      |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                   
|               | 
|**101.DEF      |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                    
|               | 
|**101.LAB      |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                         
|               | 
|**101.PRE      |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                  



|* | Filed herewith. The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. Except for its status as a contractual document
that establishes and governs the legal relations among the parties with respect to the acquisition described therein, the Exhibit is not intended to be a source of factual, business or operational information about the parties. The representations,
warranties and covenants contained in the Exhibit were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to that agreement, and may be subject to limitations agreed between those parties,
including being qualified by confidential disclosures between those parties. Instead of establishing matters as facts, the representations and warranties may have been made to contractually allocate risks among the parties, including where the
parties do not have complete knowledge of all facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The assertions
embodied in such representations and warranties are qualified by information contained in disclosure letters that the parties exchanged in connection with signing the Exhibit. Accordingly, investors and security holders should not rely on
representations, warranties, covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Moreover, information concerning the subject matter of the representations and warranties may change
after the date of the Exhibit, which subsequent information may or may not be fully reflected in the Partnerships public disclosures.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Pursuant to Rule 406T of Regulation S-T, the interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement of prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not files for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended and otherwise are not subject to liability under those sections.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 13, 2012



AMERICAN MIDSTREAM PARTNERS, LPBy:

American Midstream GP, LLCBy:

/s/ Brian F. BierbachName:

Brian F. BierbachTitle:

President and Chief Executive Officer(principal executive officer)By:

/s/ Daniel C. CampbellName:

Daniel C. CampbellTitle:

Senior Vice President & Chief Financial Officer(principal financial officer)




4



---

EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Exhibit                                                                                                                                                                                                                                                                                                                                 
|               | 
|3.1            |  | Certificate of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Commission File
No. 333-173191) filed on March 31, 2011).                                                                                                                    
|               | 
|3.2            |  | Second Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K
(Commission File No. 001-35257) filed on August 4, 2011).                                                                                                   
|               | 
|3.3            |  | Certificate of Formation of American Midstream GP, LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (Commission File No. 333-173191)
filed on March 31, 2011).                                                                                                                                   
|               | 
|3.4            |  | Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1
(Commission File No. 333-173191) filed on March 31, 2011).                                                                                                   
|               | 
|3.5            |  | First Amendment to Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.2 to the Current Report on
Form 8-K (Commission File No. 001-35257) filed on August 4, 2011).                                                                                         
|               | 
|10.1           |  | Employment Agreement, dated April 2, by and between American Midstream GP, LLC and Daniel C. Campbell (incorporated by reference to Exhibit 10.1 to the Current Report in Form 8-K
(Commission File No. 001-35257) filed on April 16, 2012).                                                                                            
|               | 
|10.2           |  | Second Amendment, dated June 27, 2012, to Credit Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (Commission File No. 001-35257) filed on July
2, 2012).                                                                                                                                         
|               | 
|10.3*          |  | Purchase and Sale Agreement, dated May 25, 2012, by and between Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC, collectively as
Seller and Quantum Resources Management, LLC and American Midstream Chatom Unit 1, LLC, American Midstream Chatom Unit 2, LLC, collectively as Buyer.
|               | 
|31.1*          |  | Certification of Brian F. Bierbach, President and Chief Executive Officer of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, for the June 30,
2012 Quarterly Report on Form 10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                        
|               | 
|31.2*          |  | Certification of Daniel C. Campbell, Senior Vice President & Chief Financial Officer of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, for
the June 30, 2012 Quarterly Report on Form 10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                             
|               | 
|32.1*          |  | Certification of Brian F. Bierbach, President and Chief Executive Officer of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, for the June 30,
2012 Quarterly Report on Form 10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                        
|               | 
|32.2*          |  | Certification of Daniel C. Campbell, Senior Vice President & Chief Financial Officer of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, for
the June 30, 2012 Quarterly Report on Form 10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                             
|               | 
|**101.INS      |  | XBRL Instance Document                                                                                                                                                                                                                                                                                                                  
|               | 
|**101.SCH      |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                 
|               | 
|**101.CAL      |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                   
|               | 
|**101.DEF      |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                    
|               | 
|**101.LAB      |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                         
|               | 
|**101.PRE      |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                  



|* | Filed herewith. The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. Except for its status as a contractual document
that establishes and governs the legal relations among the parties with respect to the acquisition described therein, the Exhibit is not intended to be a source of factual, business or operational information about the parties. The representations,
warranties and covenants contained in the Exhibit were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to that agreement, and may be subject to limitations agreed between those parties,
including being qualified by confidential disclosures between those parties. Instead of establishing matters as facts, the representations and warranties may have been made to contractually allocate risks among the parties, including where the
parties do not have complete knowledge of all facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The assertions
embodied in such representations and warranties are qualified by information contained in disclosure letters that the parties exchanged in connection with signing the Exhibit. Accordingly, investors and security holders should not rely on
representations, warranties, covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Moreover, information concerning the subject matter of the representations and warranties may change
after the date of the Exhibit, which subsequent information may or may not be fully reflected in the Partnerships public disclosures.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Pursuant to Rule 406T of Regulation S-T, the interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement of prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not files for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended and otherwise are not subject to liability under those sections.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5