SEC Form 4 · accession 0000899243-16-031415
Blueknight Energy Partners, L.P. · BKEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Evans
10% Owner
Period of report
Oct 5, 2016
Accepted (ET)
Oct 6, 2016 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001392091
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred UnitsF1,F2,F3 | $6.50 | Oct 5, 2016 | D | 6,667,695 | D | — | — | Common Units | 6,667,695 | 2,488,789 | I |
Explanation of responses
- F1Pursuant to the Preferred Unit Repurchase Agreement (the "Repurchase Agreement") by and among CB-Blueknight, LLC, Blueknight Energy Holding, Inc. ("Vitol Holding") and Blueknight Energy Partners, L.P. (the "Issuer") dated as of July 19, 2016, Vitol Holding sold 6,667,695 Series A Preferred Units representing limited partner interests of the Issuer (the "Preferred Units") to the Issuer for $7.15 per Preferred Unit on October 5, 2016, plus an amount equal to (i) the full quarterly cash Issuer distribution allotted to such Preferred Units for the quarter immediately preceding the quarter in which the closing of the Repurchase Agreement occurred, plus (ii) the pro rata share of the Issuer distribution paid in respect of such Preferred Units for the quarter in which the closing of the Repurchase Agreement occurred.
- F2The Preferred Units have no expiration date and are convertible at any time, in whole or in part, on a one-for-one basis into Common Units representing limited partner interests of the Issuer at the holder's election as set forth in the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 14, 2011 and filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on September 14, 2011.
- F3The board of directors of Vitol Holding has voting and dispositive power over these shares. The board of directors of Vitol Holdings consists of Richard J. Evans and Miguel A. Loya who may be deemed to have voting and dispositive power with respect to and beneficially own the shares held by Vitol Holding as a result of their position on the board of directors; provided, however, that neither of Messrs. Evans and Loya have voting or dispositive power over these shares in their respective individual capacity. Mr. Evans disclaims beneficial ownership of the securities held by Vitol Holding, except to the extent of Mr. Evans' pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, Mr. Evans states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.