SEC Form 4 · accession 0001525286-17-000002
Sprague Resources LP · SRLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 16, 2017
Accepted (ET)
Mar 23, 2017 · 1:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001525287
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2,F3,F4 | Feb 16, 2017 | C | 10,071,970 | — | A | 12,106,348 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated Units representing limited partner interestsF1,F2,F3,F4 | — | Feb 16, 2017 | C | 10,071,970 | D | — | — | Common Units representing limited partner interests | 10,071,970 | 0 | I |
Explanation of responses
- F1All 10,071,970 issued and outstanding subordinated units representing limited partner interests in the Issuer were converted into common units representing limited partner interests in the Issuer on a one-for-one basis, effective February 16, 2017, upon the expiration of the subordination period as set forth in the Issuer's First Amended and Restated Agreement of Limited Partnership.
- F2This Form 4 is jointly filed by Sprague Resources Holdings LLC ("Sprague Holdings") and Antonia Ax:son Johnson.
- F3On March 2, 2015, the 462,408 common units formerly held of record by Sprague International Properties LLC, which is directly controlled by Sprague Holdings, were transferred to Sprague Holdings. Sprague Holdings is indirectly controlled by Antonia Ax:son Johnson and, as such, Antonia Ax:son Johnson may be deemed to share beneficial ownership of the units beneficially owned by Sprague Holdings, but disclaims such beneficial ownership except to the extent of any pecuniary interest therein.
- F4Sprague Holdings has the right to appoint all of the directors of the Board of Directors of Sprague Resources GP LLC, the general partner of the Issuer. Therefore, each of Sprague Holdings and Antonia Ax:son Johnson may be deemed a director by deputization.