SEC Form 4 · accession 0001123292-18-000188
Blueknight Energy Partners, L.P. · BKEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 24, 2018
Accepted (ET)
Jan 26, 2018 · 5:03 pm EST
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 UnitsF1,F2 | Jan 24, 2018 | X | 519,125 | $5.45 | A | 3,313,951 | I | See footnotes |
| Common UnitsF1,F2 | Jan 24, 2018 | S | 2,794,826 | $5.17 | D | 519,125 | I | See footnotes |
| Common UnitsF1,F2 | Jan 24, 2018 | S | 279,125 | $5.18 | D | 240,000 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Return Equity SwapF3,F1,F2,F4 | — | Jan 24, 2018 | X | 1 | D | — | — | Common Units | 519,125 | 0 | I |
Explanation of responses
- F1This statement is jointly filed by and on behalf of each of MSD Partners, L.P ("MSD Partners") and MSD Torchlight Partners, L.P. ("MSD Torchlight"). MSD Torchlight is the record and direct beneficial owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities owned by, MSD Torchlight. MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities owned by, MSD Partners. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD GP and may be deemed to have or share voting and/or dispositive power over the securities beneficially owned by MSD GP. Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
- F2Each reporting person and each of Messrs. Fuhrman, Phelan and Lisker may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"). Each reporting person and each of Messrs. Fuhrman, Phelan and Lisker declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
- F3On August 21, 2008, MSD Torchlight entered into a total return equity swap ("Total Return Swap") with Citibank, NA New York ("Citibank") with a reference price of $8.8167. Under the terms of the Total Return Swap (i) MSD Torchlight is obligated to pay to Citibank any negative price performance of the 519,125 Common Units subject to the Total Return Swap as of the expiration or closing date of the Total Return Swap, plus interest, and (ii) Citibank is obligated to pay to MSD Torchlight any positive price performance of the 519,125 Common Units subject to the Total Return Swap as of the expiration date of such Total Return Swap. Any dividends that would be payable on the 519,125 Common Units during the term of the Total Return Swap will be paid to MSD Torchlight.
- F4The Total Return Swap had an expiration date of August 20, 2018, although MSD Torchlight had the right to terminate and close out the Total Return Swap early. The Total Return Swap was settled on January 24, 2018.