SEC Form 4 · accession 0001140361-16-048480
JP Energy Partners LP · JPEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Patrick Barley
Officer — SEE REMARKS · Director
Period of report
Jan 20, 2016
Accepted (ET)
Jan 22, 2016 · 4:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001523404
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1 | Jan 20, 2016 | S | 7,000 | $3.00 | D | 20,163 | I | BY LLC |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F2,F1 | Jan 21, 2016 | S | 2,500 | $3.28 | D | 17,663 | I | BY LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PHANTOM UNITS (WITH DERs)F3,F4,F5 | — | holding | — | — | — | — | — | COMMON UNITS | 25,000 | 25,000 | D |
| SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)F1,F6 | — | holding | — | — | — | — | — | COMMON UNITS | 125,122 | 125,122 | I |
Explanation of responses
- F1The units reported on this line are held for the benefit of the Reporting Person's children by JP Energy Holdings, LLC, which is owned by the Barley 2011 Family Trust.
- F2The price reported in Column 4 is a weighted average price. These units were sold in multiple transactions at prices ranging from $3.22 to $3.50, inclusive. The Reporting Person undertakes to provide to JP Energy Partners LP, any security holder of JP Energy Partners LP, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of units sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
- F3Each phantom unit is the economic equivalent of one common unit and is accompanied by a distribution equivalent right, entitling the holder to an amount equal to any cash distributions paid on each of the Partnership's common units.
- F4The phantom units vest in three equal annual installments commencing on each of the first, second and third anniversaries of the grant date.
- F5The 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.
- F6Each subordinated unit will convert into one common unit at the end of the subordination period, as described in Registration Statement.
Remarks
The Reporting Person is the President, Chief Executive Officer and Chairman of the Board of JP Energy GP II LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.