SEC Form 4 · accession 0001104659-18-038051
ALLIANCE RESOURCE PARTNERS LP · ARLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alliance Holdings GP, L.P.
10% Owner
Period of report
May 31, 2018
Accepted (ET)
Jun 4, 2018 · 5:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001086600
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitF1,F2,F3 | May 31, 2018 | D | 31,088,338 | — | D | 0 | D | |
| Common UnitF1,F2,F3 | May 31, 2018 | D | 56,100,000 | — | D | 0 | I | See Foot Notes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Alliance Holdings GP, L.P. ("AHGP"), Alliance Resource Partners, L.P. ("ARLP") and MGP II, LLC ("MGP II"), among others, are parties to the Simplification Agreement, dated February 22, 2018 (the "Simplification Agreement"). Prior to the transactions contemplated by the Simplification Agreement, (i) AHGP directly owned 31,088,338 common units representing limited partner interests of ARLP (the "ARLP Common Units") and (ii) AHGP wholly owned MGP II and MGP II directly owned 56,100,000 ARLP Common Units.
- F2Pursuant to the Simplification Agreement, all common units representing limited partner interests in AHGP (the "AHGP Common Units") were canceled and converted into the right to receive all of the ARLP Common Units held by AHGP and its subsidiaries. Based on a formula calculated pursuant to the Simplification Agreement, the exchange ratio was 1.478181161 ARLP Common Units for each AHGP Common Unit.
- F3Pursuant to the Simplification Agreement, MGP II distributed (a) 99.999% of the 56,100,000 ARLP Common Units to AHGP and (b) 0.001% of the 56,100,000 ARLP Common Units to ARM GP Holdings, Inc. ("ARMH"), which ARMH then distributed to AHGP. Thereafter, the AHGP Common Units were canceled and converted into the right to receive all of the ARLP Common Units held by AHGP and its subsidiaries.