SEC Form 4 · accession 0000899243-16-023692
Northern Tier Energy LP · NTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Lamp
Officer — President and CEO · Director
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 8:28 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,F2 | Jun 23, 2016 | D | 354,129 | — | 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 UnitsF3 | — | Jun 23, 2016 | D | 131,309 | D | — | — | Common Units | 131,309 | 0 | D |
Explanation of responses
- F1This total includes: (a) 220,795 common units of the Issuer held by the reporting person which were converted into the right to receive, at his election but subject to proration, (i) $15.00 in cash without interest and 0.2986 of a share of Western Refining, Inc. ("WNR") common stock, (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock, and (b) 133,334 unvested restricted units of the Issuer which were cancelled and replaced with comparable WNR equity awards, in each case, in connection with the merger of the Issuer with a wholly owned subsidiary of WNR, effective June 23, 2016.
- F2On 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 common stock was $20.25. The Issuer did not provide value as consideration for cancellation of the 133,334 unvested restricted units. The reporting person received comparable WNR equity awards for the unvested restricted units in connection with the merger.
- F3The time-based phantom units of the Issuer held by the reporting person immediately prior to the effective time of the merger were cancelled on June 23, 2016, 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.