SEC Form 4 · accession 0000899243-16-023690
Northern Tier Energy LP · NTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen Berriman Davis
Officer — Executive VP and CFO
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 8:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001533454
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1 | Jun 23, 2016 | D | 3,466 | — | 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 | — | Jun 23, 2016 | D | 23,953 | D | — | — | Common Units | 23,953 | 0 | D |
Explanation of responses
- F1The transaction reported occurred in connection with the merger of the Issuer with a wholly-owned subsidiary of Western Refining, Inc. ("WNR"), effective June 23, 2016. On June 23, 2016, the last trading day for the common units of the Issuer, the closing price of the common units of the Issuer was $21.15 per unit and the closing price of WNR's common stock was $20.25. Each common unit of the Issuer held by the reporting person was converted into the right to receive, at her election but subject to proration, (i) $15.00 in cash without interest and 0.2986 of a share of WNR common stock, (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock.
- F2The time-based phantom units of the Issuer held by the reporting person immediately prior to the effective time of the merger were cancelled in connection with the merger. The Issuer did not provide value as consideration for the cancellation. The reporting person received comparable WNR equity awards in connection with the merger