SEC Form 4 · accession 0001549848-17-000128
Hi-Crush Partners LP · HCLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark C. Skolos
Officer — General Counsel and Secretary
Period of report
Dec 8, 2017
Accepted (ET)
Dec 12, 2017 · 5:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001549848
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF2,F1 | — | Dec 8, 2017 | A | 28,571 | A | — | — | Common Units | 28,571 | 88,749 | D |
| Phantom UnitsF2,F3 | — | Dec 8, 2017 | A | 19,048 | A | — | — | Common Units | 19,048 | 107,797 | D |
| Phantom UnitsF2,F4 | — | Dec 8, 2017 | A | 23,810 | A | — | — | Common Units | 23,810 | 131,607 | D |
Explanation of responses
- F1The reporting person is a participant in the Partnership's First Amended and Restated Long-Term Incentive Plan and received 28,571 phantom units on December 8, 2017. The phantom units vest as follows: if the Partnership's performance on average for each calendar quarter for the three-year period ending December 31, 2019 compared to the performance of entities in a designated peer group is (a) at the 75th percentile or above, 200% of the phantom units will vest, (b) at the 50th percentile, 100% of the units will vest, (c) at the 25th percentile, 50% of the units will vest, or (d) below the 25th percentile, 0% of the units will vest. The number of phantom units that will vest between applicable percentiles will be determined by straight-line interpolation. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights. The phantom units expire upon settlement.
- F2Includes all phantom units beneficially owned by the reporting person following this reported transaction, including previously reported phantom units with varying vesting terms.
- F3The reporting person received 19,048 phantom units on December 8, 2017. If the reporting person remains employed on December 8, 2019, 50% of the phantom units will vest at the end of such two-year vesting period, and if the reporting person remains employed on December 8, 2020, the remaining 50% of the phantom units will vest at the end of such three-year vesting period. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights. The phantom units expire upon settlement.
- F4The reporting person received a one-time award of time-based vesting value of 23,810 phantom units on December 8, 2017, in addition to the annual long-term value granted (as discussed above in footnote 3). If the reporting person remains employed on December 8, 2019, 50% of the phantom units will vest at the end of such two-year vesting period, and if the reporting person remains employed on December 8, 2020, the remaining 50% of the phantom units will vest at the end of such three-year vesting period. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights. The phantom units expire upon settlement.