SEC Form 4 · accession 0000106455-16-000199
Westmoreland Resource Partners, LP · WMLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
WESTMORELAND COAL Co
Director · 10% Owner
Period of report
Oct 28, 2016
Accepted (ET)
Nov 1, 2016 · 5:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001412347
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units (representing limited partner interests) | Oct 28, 2016 | J | 4,512,500 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible UnitsF1,F2,F3 | — | Oct 28, 2016 | J | 4,512,500 | A | — | — | Common Units (representing limited partner interests) | 4,512,500 | 4,512,500 | D |
Explanation of responses
- F1On October 28, 2016, the reporting person enetered into a Unit Exchange Agreement whereby it exchanged 4,512,500 Common Units of the Issuer for 4,512,500 Series B Units of the Issuer. Series B Units do not have rights to distributions of the Issuer.
- F2The Series B Units are convertible into Common Units, on a one-for-one basis (i) at the option of the holder, the day after the record date for a cash distribution on the common units in which Westmoreland Resource Partners, LP, is unable to make such a distribution without exceeding its restricted payment basket under its Financing Agreement, dated as of December 31, 2014, by and among Oxford Mining Company, LLC, Westmoreland Resource Partners, LP and each of its other subsidiaries, the lenders party thereto and U.S. Bank National Association, or upon (ii) a change of control, liquidation event or dissolution of the Issuer.
- F3The Series B Units have no expiration date.
Remarks
The Reporting Person owns 100% of Westmoreland Resources GP, LLC, the general partner of the Issuer, and approximately 93.8% of the Issuer's Common Units on a fully diluted basis.