SEC Form 4 · accession 0000899243-17-010879
Rhino Resource Partners LP · RHNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan H Lawrence
Director
Period of report
Jan 27, 2017
Accepted (ET)
Apr 25, 2017 · 6:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001490630
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Preferred UnitsF1,F2,F3 | Jan 27, 2017 | P | 100,000 | $10.00 | A | 1,400,000 | I | See footnote |
| Common UnitsF1,F4 | holding | — | — | — | 5,000,000 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Mr. Lawrence disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Lawrence is the beneficial owner of the securities for Section 16 or any other purpose.
- F2The issuer has the option to convert the outstanding Series A Preferred Units at any time on or after the time at which the amount of aggregate distributions paid in respect of each Series A Preferred Unit exceeds $10.00 per unit. Each Series A Preferred Unit will convert into a number of common units equal to the quotient (the "Series A Conversion Ratio") of (i) the sum of $10.00 and any unpaid distributions in respect of such Series A Preferred Unit divided by (ii) 75% of the volume-weighted average closing price of the common units for the preceding 90 trading days (the "VWAP"); provided however, that the VWAP will be capped at a minimum of $2.00 and a maximum of $10.00. On December 31, 2021, all outstanding Series A Preferred Units will convert into common units at the then applicable Series A Conversion Ratio.
- F3These securities are owned directly by Weston Energy LLC ("Weston"). Mr. Lawrence is a member and manager of Yorktown XI Associates LLC, the general partner of Yorktown XI Company LP, the general partner of Yorktown Energy Partners XI, L.P., the sole member of Weston.
- F4These securities are owned directly by Rhino Resource Partners Holdings LLC ("Holdings"). The members of Holdings are Yorktown Energy Partners VI, L.P. ("Yorktown VI"), Yorktown Energy Partners VII, L.P. ("Yorktown VII"), Yorktown Energy Partners VIII, L.P. ("Yorktown VIII") and Yorktown Energy Partners IX, L.P. ("Yorktown IX"). Mr. Lawrence is a member and manager of (a) Yorktown VI Associates LLC, the general partner of Yorktown VI Company LP, the general partner of Yorktown VI, (b) Yorktown VII Associates LLC, the general partner of Yorktown VII Company LP, the general partner of Yorktown VII, (c) Yorktown VIII Associates LLC, the general partner of Yorktown VIII Company LP, the general partner of Yorktown VIII and (d) Yorktown IX Associates LLC, the general partner of Yorktown IX Company LP, the general partner of Yorktown IX.