SEC Form 4 · accession 0001209191-15-001365
Westmoreland Resource Partners, LP · WMLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Robert B Hellman Jr.
10% Owner · Other
George Edwin McCown
Director · 10% Owner · Other
Matthew P Carbone
Director · 10% Owner · Other
AIM Oxford Holdings, LLC
10% Owner · Other
AIM Coal Management, LLC
10% Owner · Other
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 6:15 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| Subordinated Units (limited partner interests)F1,F2 | Dec 31, 2014 | S$0 | 6,813,160 | — | D | 0 | D | |
| Common Units (limited partner interests)F3,F2 | holding | — | — | — | 59,095 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The subordinated units (the "Subordinated Units") were sold in to Westmoreland Coal Company ("Westmoreland") in a private transaction, as part of Westmoreland's purchase of all of the outstanding subordinated units and warrants to purchase subordinated units of the Issuer and all outstanding equity interests in Oxford Resources GP, LLC ("Oxford GP"), the general partner of the Issuer (the "Transaction"). In the Transaction, AIM Oxford Holdings, LLC ("AIM Oxford") sold all of the Subordinated Units and all of its equity interest in Oxford GP (the "General Partner Interest") for total aggregate consideration of $14,668,635.56. The purchase prices for the Subordinated Units and the General Partner Interest were not separately determined.
- F2The Common Units are, and the Subordinated Units were, held directly by AIM Oxford. AIM Coal Management, LLC ("AIM Management") is the managing member of AIM Oxford. The managing members of AIM Management, comprised of George E. McCown and Matthew P. Carbone, directors of the Issuer, and Robert B. Hellman Jr., have shared voting and investment power over the units held by AIM Oxford. AIM Management and Messrs. Carbone, Hellman and McCown, joint filers to this Form 4, may be deemed to indirectly own the units held by AIM Oxford, but disclaim beneficial ownership in these units except to the extent of their pecuniary interest therein.
- F3Gives effect to a 12-to-1 reverse split of the Common Units that occurred in connection with the Transaction.
Remarks
Prior to the Transaction, AIM Oxford owned a 65.6% membership interest in Oxford GP. AIM Management is the managing member of AIM Oxford. Messrs. Carbone, Hellman and McCown are the managing members of AIM Management.