SEC Form 4 · accession 0001340122-17-000062
Calumet Specialty Products Partners, L.P. · CLMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fred M Fehsenfeld Jr.
Director · Other
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 5:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001340122
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units | Mar 1, 2017 | M | 2,550 | $0.00 | A | 441,248 | D | |
| Common Units | Mar 1, 2017 | M | 801 | $0.00 | A | 442,049 | D | |
| Common Units | Mar 1, 2017 | M | 550 | $0.00 | A | 442,599 | D | |
| Common Units | Mar 1, 2017 | M | 550 | $0.00 | A | 443,149 | D | |
| Common Units | Mar 1, 2017 | M | 1,322 | $0.00 | A | 444,471 | D | |
| Common Units | Mar 1, 2017 | M | 7,937 | $0.00 | A | 452,408 | D | |
| Common UnitsF1 | holding | — | — | — | 1,979,804 | I | See footnote | |
| Common UnitsF2 | holding | — | — | — | 10,982,209 | I | See footnote | |
| Common UnitsF3 | holding | — | — | — | 1,934,287 | I | See footnote | |
| Common Units | holding | — | — | — | 3,585 | I | By Daughter | |
| Common Units | holding | — | — | — | 142,000 | I | By Spouse | |
| Common Units | holding | — | — | — | 3,585 | 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 UnitsF4,F5 | — | Mar 1, 2017 | M | 2,550 | D | — | — | Common Units | 2,550 | 36,460 | D |
| Phantom UnitsF4,F6 | — | Mar 1, 2017 | M | 801 | D | — | — | Common Units | 801 | 169 | D |
| Phantom UnitsF4,F7 | — | Mar 1, 2017 | M | 550 | D | — | — | Common Units | 550 | 0 | D |
| Phantom UnitsF4,F8 | — | Mar 1, 2017 | M | 550 | D | — | — | Common Units | 550 | 550 | D |
| Phantom UnitsF4,F9 | — | Mar 1, 2017 | M | 1,322 | D | — | — | Common Units | 1,322 | 2,644 | D |
| Phantom UnitsF4,F10 | — | Mar 1, 2017 | M | 7,937 | D | — | — | Common Units | 7,937 | 23,809 | D |
Explanation of responses
- F1Common units are owned by two trusts for the benefit of Fred M. Fehsenfeld, Jr. ("Fehsenfeld") and his immediate family. The trusts received the units as consideration for certain assets and liabilities that they contributed to the capital of the Issuer in connection with the Issuer's initial public offering. Pursuant to the terms of the two trusts, on December 31, 2012 the common units were transferred to two new trusts for the benefit of Fehsenfeld and his immediate family. Fehsenfeld disclaims beneficial ownership of the units of the Issuer owned by the trusts except to the extent of his pecuniary interest therein, and the inclusion of the units in this report shall not be deemed an admission of beneficial ownership of all the reported units for the purposes of Section 16 or for any other purpose.
- F1025% of the Phantom Units vest on December 31 of each year beginning on December 31, 2016.
- F2Common units are owned by The Heritage Group ("THG"). THG received the units as consideration for certain assets and liabilities that it contributed to the capital of the Issuer in connection with the Issuer's initial public offering. Fehsenfeld is one of five trustees of the thirty grantor trusts that own all of the partnership interests in THG. The beneficiaries of the trusts include Fehsenfeld and members of his immediate and extended family. Fehsenfeld disclaims beneficial ownership of the units of the Issuer owned by THG except to the extent of his pecuniary interest therein, and the inclusion of the units in this report shall not be deemed an admission of beneficial ownership of all the reported units for the purposes of Section 16 or for any another purpose.
- F3Common units are owned by Calumet, Incorporated ("Inc."). Inc. received the units as consideration for certain assets and liabilities that it contributed to the capital of the Issuer in connection with the Issuer's initial public offering. Fred M. Fehsenfeld, Jr. ("Fehsenfeld") is an indirect shareholder and director of Inc. Fehsenfeld disclaims beneficial ownership of the units of the Issuer owned by THG except to the extent of his pecuniary interest therein, and the inclusion of the units in this report shall not be deemed an admission of beneficial ownership of all the reported units for the purposes of Section 16 or for any other purpose.
- F4Each Phantom Unit is the economic equivalent of a Calumet Specialty Products Partners, L.P. Common Unit.
- F5Each Phantom Unit becomes payable either in the form of a Common Unit or the cash value thereof upon the earlier of the date specified by the reporting person or the reporting person's termination date. Phantom Units are 100% vested.
- F6Each Phantom Unit becomes payable either in the form of a Common Unit or the cash value thereof upon the earlier of the date specified by the reporting person or the reporting person's termination of service. 25% of the Phantom Units vest on July 1 of each year beginning on July 1, 2013.
- F725% of the Phantom Units vest on December 31 of each year beginning on December 31, 2013.
- F825% of the Phantom Units vest on December 31 of each year beginning on December 31, 2014.
- F925% of the Phantom Units vested immediately and the remaining vest ratably over three years on December 31 of each year beginning on December 31, 2016.