SEC Form 4 · accession 0001214659-16-010728
Rentech Nitrogen Partners, L.P. · RNF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Howard Diesch
Officer — President · Director
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 7:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001525998
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1 | Apr 1, 2016 | D | 27,615 | — | 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 UnitsF2,F3 | $0.00 | Apr 1, 2016 | D | 43,243 | D | — | — | Common Units | 43,243 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 9, 2015, by and among CVR Partners, LP ("CVR Partners"), Lux Merger Sub 1 LLC, Lux Merger Sub 2 LLC, Rentech Nitrogen Partners, L.P. and Rentech Nitrogen GP, LLC ("Rentech Nitrogen"), pursuant to which each outstanding common unit representing a limited partner interest in Rentech Nitrogen, other than certain units held by affiliates of CVR Partners, were converted into the right to receive 1.04 newly issued common unit representing a limited partner interest in CVR Partners and $2.57 in cash (the "Merger Consideration").
- F2Disposed of pursuant to the Merger Agreement, pursuant to which each phantom unit granted under Rentech Nitrogen's 2011 Long-Term Incentive Plan that was outstanding immediately prior to the effective time of the merger (each, a "Phantom Unit") vested in full and was cancelled and entitled the holder to receive the Merger Consideration. Any accumulated distribution equivalents payable pursuant to distribution equivalent rights with respect to each Phantom Unit that vested pursuant to the mergers vested in full and will be paid to the holder thereof in cash.
- F3Represents one phantom unit award expiring December 18, 2016, one phantom unit award expiring December 30, 2017 and one phantom unit award expiring December 14, 2018.