SEC Form 4/A · accession 0001104659-18-043620
ALLIANCE RESOURCE PARTNERS LP · ARLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Joseph W Craft III
Officer — President and Chief Executive · Director · 10% Owner
Period of report
May 31, 2018
Accepted (ET)
Jul 2, 2018 · 6:55 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 UnitF7,F5,F8 | May 31, 2018 | D | 87,188,338 | — | D | 0 | I | By Alliance Holdings GP, L.P. |
| Common UnitF1,F5,F7 | May 31, 2018 | A | 20,960 | — | A | 28,141 | I | By Alliance Resource GP, LLC |
| Common UnitF1,F5,F6 | May 31, 2018 | A | 18,897,115 | — | A | 19,254,567 | D | |
| Common UnitF5 | May 31, 2018 | A | 168,602 | — | A | 168,602 | I | Through spouse |
| Common Unit | holding | — | — | — | 2,000 | I | By son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitF2,F3,F4 | — | holding | — | — | — | — | — | Common Units | 223,650 | 223,650 | D |
Explanation of responses
- F1This amendment to the Statement of Changes in Beneficial Ownership on Form 4, originally filed with the Securities and Exchange Commission on June 4, 2018, is being filed to amend the original Form 4 by correcting the number of common units acquired by each of JWC III Rev Trust (reported as Direct Ownership per Footnote 6 below) and Alliance Resource GP, LLC ("SGP") (reported as Indirect Ownership per Footnote 7 below) in the transaction described in Footnote 5 below.
- F21 for 1
- F3The Phantom units are to be settled in ARLP common units upon the reporting person's death or termination of employment.
- F4Not applicable
- F5The common units were acquired as consideration for the AHGP common units held by the reporting person immediately prior to the effectiveness of the transactions contemplated by the Simplification Agreement dated February 22, 2018 (the "Simplification Agreement"). Pursuant to the Simplification Agreement, all AHGP common units were canceled and converted into the right to receive all of the ARLP common units held by AHGP and its subsidiaries on May 31, 2018. Based on a formula calculated pursuant to the Simplification Agreement, the exchange ratio was 1.478181161 ARLP common units for each AHGP common unit.
- F6Held through the JWC III Rev Trust, of which Mr. Craft is trustee.
- F7Mr. Craft indirectly wholly owns Alliance GP, LLC, the former general partner of Alliance Holdings GP, L.P. ("AHGP"), which wholly owns MGP II, LLC ("MGP II"), the former owner of 56,100,000 common units of ARLP, and AHGP directly owned 31,088,338 common units of ARLP all of which were distributed as disclosed in footnote 5 above. Mr. Craft and Kathleen S. Craft jointly own SGP. Mr. Craft disclaimed beneficial ownership of the common units of ARLP formerly held by AHGP and MGP II except to the extent of his pecuniary interest therein, and Mr. Craft disclaims beneficial ownership of the common units of ARLP held by SGP except to the extent of his pecuniary interest therein.
- F8Pursuant 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.