SEC Form 4 · accession 0001179110-17-004334
JP Energy Partners LP · JPEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Porter Trimble
Director · Other
Period of report
Mar 8, 2017
Accepted (ET)
Mar 9, 2017 · 5:12 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)F2 | Mar 8, 2017 | M | 10,259 | — | A | 24,092 | D | |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1 | Mar 8, 2017 | D | 24,092 | — | D | 0 | 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 | — | Mar 8, 2017 | M | 10,259 | D | — | — | Common Units | 10,259 | 0 | D |
Explanation of responses
- F1Converted into common units of American Midstream Partners, LP ("AMID") in connection with the merger of the issuer into a wholly-owned subsidiary of AMID effective on March 8, 2017 (the "Merger"), On March 7, 2017, the last trading day of the issuer's common units, the closing price of issuer common units was $9.44 per unit and the closing price of AMID's common units was $16.45 per unit. Each issuer common unit outstanding held by the reporting person was converted into 0.5775 AMID common units at the effective time of the Merger.
- 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 issuer's common units payable in cash. The phantom units and associated dividend equivalent rights vested immediately prior to the closing of the Merger and upon such vesting converted into common units and cash, respectively.
Remarks
The Reporting Person was a director of JP Energy GP II LLC, the former general partner of the issuer (the "Former General Partner"). The Issuer was managed by the directors and executive officers of the Former General Partner until effectiveness of the Merger.