SEC Form 4 · accession 0001214659-16-010729

Rentech Nitrogen Partners, L.P. · RNF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP, General Counsel & Sec.

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 Units^F1	Apr 1, 2016	D	14,333	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Units^F2,F3	$0.00	Apr 1, 2016	D	4,649	D	—	—	Common Units	4,649	0	D

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 and one phantom unit award expiring December 30, 2017.