SEC Form 4 · accession 0001209191-16-093262
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
Jan 20, 2016
Accepted (ET)
Jan 22, 2016 · 5:53 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 20, 2016 | M | 27,753 | $0.00 | A | 367,014 | D | |
| Common UnitF2,F3,F4 | Jan 20, 2016 | S | 12,885 | $24.3274 | D | 354,129 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitF7,F5,F6 | — | Jan 20, 2016 | M | 27,753 | D | — | — | Common Units | 27,753 | 55,507 | D |
| Phantom UnitF8,F5,F6 | — | Jan 20, 2016 | A | 75,802 | A | — | — | Common Units | 75,802 | 131,309 | D |
Explanation of responses
- F1These common units were issued pursuant to a phantom unit award granted to the reporting person on May 15, 2014 (the "2014 Phantom Unit Award") and January 21, 2015 (the "2015 Phantom Unit Award"), settled, at the election of the Compensation Committee of the Board of Directors (the "Board") of Northern Tier Energy GP LLC ("NTI GP"), the general partner of NTI, in NTI common units.
- F2This sale was made pursuant to a previous election made by the reporting person for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of the 2014 Phantom Unit Award and the 2015 Phantom Unit 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$24.3274 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $24.2300 per share and $24.4700 per share.
- 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 services as an officer of NTI GP.
- F6The phantom units vest ratably on the third Wednesday of January in 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 55,507 phantom units that remain outstanding from the 2015 Phantom Unit Award.
- F8This number of derivative securities includes (a) 55,507 phantom units that remain from the 2015 Phantom Unit Award; and (b) 75,802 phantom units that remain outstanding pursuant to a phantom unit award granted to the reporting person on January 20, 2016.