SEC Form 4 · accession 0001179110-17-004349
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
Mar 8, 2017
Accepted (ET)
Mar 9, 2017 · 5:29 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 | Mar 8, 2017 | D | 6,054 | — | D | 0 | D | |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1,F2 | Mar 8, 2017 | D | 17,663 | — | D | 0 | 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 | — | Mar 8, 2017 | D | 66,666 | D | — | — | Common Units | 66,666 | 0 | D |
| SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)F5,F2 | — | Mar 8, 2017 | D | 125,122 | D | — | — | Common Units | 125,122 | 0 | I |
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.
- F2The 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.
- 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 issuer's common units payable in cash. The phantom units and associated dividend equivalent held by the reporting person were converted into the right to receive 0.5775 AMID phantom units and cash, respectively at the effective time of the Merger and are subject to the same terms and conditions as the issuer phantom units.
- F4The phantom units will vest in three equal annual installments commencing on each of the first, second and third anniversaries of the grant date.
- F5Each subordinated unit is the economic equivalent of one common unit. Each subordinated unit outstanding held by the reporting person was converted into the right to receive 0.5775 AMID common units at the effective time of the Merger.
Remarks
The Reporting Person was President, Chief Executive Officer and Chairman of the Board of Directors 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.