SEC Form 4 · accession 0001140361-16-060271
JP Energy Partners LP · JPEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shiming Chen
Officer — SEE REMARKS
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 4:42 pm EDT
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) | Apr 1, 2016 | M | 10,212 | $5.33 | A | 11,741 | D | |
| COMMON UNITS (LIMITED PARTNER INTERESTS) | Apr 1, 2016 | F | 2,795 | $5.33 | D | 8,946 | D |
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)F2,F3,F4 | — | Apr 1, 2016 | M | 10,212 | D | — | — | COMMON UNITS | 10,212 | 24,424 | D |
| PHANTOM UNITS (with DERs)F2,F3,F4 | — | Apr 1, 2016 | A | 17,000 | A | — | — | COMMON UNITS | 17,000 | 41,424 | D |
| SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)F5 | — | holding | — | — | — | — | — | COMMON UNITS | 6,240 | 6,240 | D |
Explanation of responses
- F1The Reporting Person's disposal of the securities represents units withheld for satisfaction of a tax withholding obligation arising as a result of the partial vesting of phantom units granted previously.
- F2Each 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.
- F3The phantom units vest in three equal annual installments. Of the phantom units granted on July 7, 2015, 2 installments totaling 14,450 units vest April 1, 2017 and April 1, 2018, respectively. Of the phantom units granted on April 1, 2015, 4,000 units vest in one single installment on April 1, 2018. All remaining phantom units vest commencing on each of the first, second and third anniversaries of the grant date.
- F4The 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.
- F5Each 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 Senior Vice President and Chief Accounting Officer 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.