SEC Form 4 · accession 0001357371-15-000056
Breitburn Energy Partners LP · BBEPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Halbert S Washburn
Officer — Chief Executive Officer · Director
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 7:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001357371
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Phantom UnitsF4,F1,F3 | — | Feb 13, 2015 | A | 1,129 | A | Dec 28, 2015 | Dec 28, 2015 | Common Units | 1,129 | 107,512 | D |
| Convertible Phantom UnitsF4,F1,F3 | — | Feb 13, 2015 | A | 1,275 | A | Dec 28, 2016 | Dec 28, 2016 | Common Units | 1,275 | 121,467 | D |
| Restricted Phantom UnitsF5,F3 | — | Feb 13, 2015 | A | 718 | A | Dec 28, 2025 | Dec 28, 2025 | Common Units | 718 | 68,381 | D |
Explanation of responses
- F1Each Convertible Phantom Unit ("CPU") is a phantom equity award which includes a performance distribution right ("PDR") that entitles the holder to distributions at the same rate payable to common unitholders based upon the number of CPUs.
- F2Represents additional CPUs received by the Reporting Person pursuant to the terms of previously granted PDRs. Each PDR entitles the Reporting Person to additional CPUs with a value equal to the amount of distributions paid on each common unit. On February 13, 2015, BBEP paid a cash distribution to holders of its common units in an amount equal to 8.33 cents per common unit. Pursuant to the terms of the PDRs, the Reporting Person received a number of additional CPUs in respect of each PDR with a value (based on the closing price of BBEP's common units on the distribution date ($7.85)) equal to the per unit amount of the distribution.
- F3Common Units representing limited partner interests ("common units").
- F4The total reflects a reduction in the number of CPUs in connection with amendments to the CPU Agreements for grants made in 2013 and 2014, which provided, among other things, for the forfeiture of PDRs that had been credited from the date of the initial grant until the date of the amendments.
- F5Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit which includes a distribution equivalent right ("DER") that entitles the holder to cash distributions at the same rate payable to common unitholders.
- F6Represents additional RPUs received by the Reporting Person pursuant to the terms of previously granted DERs. Each DER entitles the Reporting Person to additional RPUs with a value equal to the amount of distributions paid on each of BBEP's common units. On February 13, 2015, BBEP paid a cash distribution to holders of its common units in an amount equal to 8.33 cents per common unit. Pursuant to the terms of the DERs, the Reporting Person received a number of additional RPUs in respect of each DER with a value (based on the closing price of BBEP's common units on the distribution date ($7.85) equal to the per unit amount of the distribution.