SEC Form 4 · accession 0001549848-15-000047
Hi-Crush Partners LP · HCLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Avista Capital Partners II, L.P.
10% Owner
Hi-Crush Proppants LLC
10% Owner · Other
ACP HIP Splitter, LP
10% Owner
ACP HIP Splitter (Offshore), LP
10% Owner
Avista Capital Partners II GP, LLC
10% Owner
Period of report
Aug 17, 2015
Accepted (ET)
Aug 19, 2015 · 4:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001549848
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2 | Aug 17, 2015 | C | 13,640,351 | $0.00 | A | 13,640,351 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated units representing limited partner interestsF1,F2,F3 | — | Aug 17, 2015 | C | 13,640,351 | D | — | — | Common Units representing limited partner interests | 13,640,351 | 0 | D |
Explanation of responses
- F1The 13,640,351 Subordinated Units (the "Subordinated Units")representing limited partner interests in Hi-Crush Partners LP (the "Partnership") were obtained from the Partnership as consideration for assets and liabilities that the Reporting Person contributed to the capital of the Partnership in connection with the Partnership's initial public offering in August 2012. The Subordinated Units converted into common units representing limited partner interests in the Partnership (the "Common Units") on a one-for-one basis for no additional consideration on August 17, 2015 upon the satisfaction of certain conditions in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated January 31, 2013 (the "Partnership Agreement").
- F2This Form 4 is being filed jointly by Hi-Crush Proppants LLC ("Proppants"), Avista Capital Partners II, LP ("ACP II"), Avista Capital Partners (Offshore) II-A, LP ("ACP Off II-A"), Avista Capital Partners (Offshore) II, LP ("ACP Off II"), ACP HIP Splitter, LP ("HIP Splitter"), ACP HIP Splitter (Offshore), LP ("HIP Splitter Off") and Avista Capital Partners II GP, LLC ("ACP II GP"). ACP II, ACP Off II-A and ACP Off II own 58% of the membership interests of Proppants through HIP Splitter and HIP Splitter Off. Each of ACP II, ACP Off II-A and ACP Off II is controlled by ACP II GP, its general partner. ACP II, ACP Off II-A, ACP Off II, HIP Splitter, HIP Splitter Off and ACP II GP may therefore be deemed to beneficially own securities of the Issuer owned directly or indirectly by Proppants.
- F3All 13,640,351 Subordinated Units converted into Common Units effective August 17, 2015 for no additional consideration upon the expiration of the subordination period, as detailed in the Partnership Agreement. There was no expiration date associated with the Subordinated Units.
Remarks
Proppants has the right to appoint all of the directors of the Board of Directors of the General Partner. Therefore, each of Proppants, ACP II, ACP Off II-A, ACP Off II, HIP Splitter Off and ACP II GP may be deemed a director by deputization.