SEC Form 4 · accession 0000899243-16-023701
Northern Tier Energy LP · NTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul L Foster
Director
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 9:05 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 UnitsF2 | Jun 23, 2016 | M | 4,202 | — | A | 13,177 | D | |
| Common UnitsF1 | Jun 23, 2016 | D | 13,177 | — | 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 | M | 4,202 | D | — | — | Common Units | 4,202 | 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 (except for the vested phantom units discussed in Note 2, which received the Mixed Consideration) held by the reporting person was 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 WNR common stock (the "Mixed Consideration"), (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 vested immediately prior to the effective time of the merger and were converted into the right to receive the Mixed Consideration, as set forth in the merger agreement between the Issuer, WNR and various of their respective subsidiaries.