SEC Form 4 · accession 0001209191-15-006309
Northern Tier Energy LP · NTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott L Stevens
Officer — Sr VP & Chief Commercial Offcr
Period of report
Jan 21, 2015
Accepted (ET)
Jan 23, 2015 · 6:43 pm EST
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 UnitF1 | Jan 21, 2015 | M | 10,091 | $0.00 | A | 10,091 | D | |
| Common UnitF2,F3,F4 | Jan 22, 2015 | S | 3,418 | $20.4326 | D | 6,676 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitF1,F7,F5,F6 | — | Jan 21, 2015 | M | 10,091 | D | — | — | Common Unit | 10,091 | 20,181 | D |
| Phantom UnitF8,F9,F5,F6 | — | Jan 21, 2015 | A | 12,731 | A | — | — | Common Unit | 12,731 | 32,912 | D |
Explanation of responses
- F1These units were issued pursuant to phantom unit awards granted to the reporting person on May 15, 2014, (the "2014 Phantom Unit Award"), settled on January 21, 2015, at the election of the Board of Directors (the "Board") of Northern Tier Energy GP LLC, the general partner of NTI, in NTI common units.
- F2This sale was made pursuant to an election dated August 18, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of the equity award previously granted to the reporting person as compensation for services as an officer.
- F3The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of common units sold at each separate price.
- F4$20.4326 is the weighted average sale price. The common units were sold in various transactions through a broker at prices between $20.2300 per unit and $20.6200 per unit.
- F5Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in NTI or, at the election of the Board, or such committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for service as an officer.
- F6These phantom units vest ratably on the third Wednesday in January of each of the three years following the date of grant. The vested common units underlying the phantom units, or the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than the 70th calendar day following the vesting of the phantom units.
- F7This number of derivative securities includes 20,181 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award.
- F8These phantom units were granted to the reporting person as compensation for his services as an officer.
- F9This number of derivative securities includes (a) 20,181 phantom units that remaining outstanding pursuant to the 2014 Phantom Unit Award; and (b) 12,731 phantom units that remain outstanding pursuant to a phantom unit award granted to the reporting person on January 21, 2015.