SEC Form 4 · accession 0001437749-15-000153
Westmoreland Resource Partners, LP · WMLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael B Gardner
Officer — SEE REMARKS FOR FULL TITLE
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 2:25 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 |
|---|---|---|---|---|---|---|---|---|
| Common Units (Limited Partnership Interests)F3,F1 | Dec 31, 2014 | M | 7,213 | — | A | 8,454 | D | |
| Common Units (Limited Partnership Interests)F3,F4 | Dec 31, 2014 | F | 2,333 | $1.004 | D | 6,431 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF2,F3,F1 | — | Dec 31, 2014 | M | 23 | D | — | — | Common Units | 23 | 0 | D |
| Phantom UnitsF2,F3,F1 | — | Dec 31, 2014 | M | 229 | D | — | — | Common Units | 229 | 0 | D |
| Phantom UnitsF2,F3,F1 | — | Dec 31, 2014 | M | 1,202 | D | — | — | Common Units | 1,202 | 0 | D |
| Phantom UnitsF2,F3,F1 | — | Dec 31, 2014 | M | 5,759 | D | — | — | Common Units | 5,759 | 0 | D |
Explanation of responses
- F1Each phantom unit is the economic equivalent of one common unit. The phantom units do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.
- F2Pursuant to a restructuring and related transactions (collectively, the "Reorganization") more fully described in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on December 1, 2014, the unvested phantom units reported on this line item became fully vested upon a change in control and were settled upon vesting in common units (on a one-for-one basis).
- F3Gives effect to a 12-to-1 reverse split (the "Reverse Split") of the Issuer's common units that occurred pursuant to the Reorganization.
- F4Includes 310 common units (after giving effect to the Reverse Split) issued as a dividend to the holders of the Issuer's common units on a pro rata basis in connection with the Reorganization.
Remarks
The Reporting Person is Vice President - Legal, General Counsel - Regulatory/Environmental, Assistant Secretary of the Issuer.