SEC Form 3 · accession 0000899243-16-031762
Blueknight Energy Partners, L.P. · BKEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 5, 2016
Accepted (ET)
Oct 17, 2016 · 5:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001392091
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2,F3 | holding | — | — | — | 847,457 | I | See footnotes |
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,F4 | — | holding | — | — | — | — | — | Common Units | 18,312,968 | — | I |
Explanation of responses
- F1This Form 3 is being filed jointly by Ergon, Inc. ("Ergon") and Ergon Asphalt & Emulsions, Inc. ("EA&E") in connection with the consummation of the transactions described in the Issuer's Current Report on Form 8-K filed on October 5, 2016 (the "Transactions").
- F2In connection with the closing of the Transactions, EA&E became the direct owner of 847,457 Common Units and 18,312,968 Series A Preferred Units of the Issuer.
- F3Ergon directly owns 100% of the outstanding ownership interests of EA&E, and may therefore be deemed to beneficially own the securities of the Issuer owned directly by EA&E.
- F4The Series A Preferred Units have no expiration date and are convertible at any time, in whole or in part, on, subject to adjustment, 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.
Remarks
Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company and the general partner of the Issuer (the "General Partner"), has sole responsibility for conducting the business of and managing the operations of the Issuer. Blueknight GP Holding, LLC, a Delaware limited liability company and the sole member of the General Partner ("Holdings"), has the right to appoint all of the directors of the General Partner. EA&E (and therefore, Ergon) is the indirect parent of Holdings, and may therefore be deemed a director by deputization.