SEC Form 4 · accession 0001549848-18-000093
Hi-Crush Partners LP · HCLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E. Rasmus
Officer — CEO and Director · Director
Period of report
Oct 21, 2018
Accepted (ET)
Oct 23, 2018 · 5:28 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 | Oct 21, 2018 | A | 1,405,921 | — | A | 4,045,171 | I | See Footnote ( |
| Common Units representing limited partner interests | holding | — | — | — | 119,718 | D | ||
| Common Units representing limited partner interestsF3 | holding | — | — | — | 30,000 | I | See Footnote | |
| Common Units representing limited partner interestsF4 | holding | — | — | — | 30,000 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 21, 2018, Hi-Crush Partners LP (the "Partnership") entered into a Contribution Agreement (the "Contribution Agreement") with Hi-Crush Proppants LLC (the "Sponsor"), Hi-Crush Augusta Acquisition Co. LLC and certain persons (the "Contributor Parties") collectively holding all of the then outstanding membership interests in Sponsor (collectively, the "Subject Units"). Pursuant to the Contribution Agreement, among other things, the Contributor Parties agreed to contribute the Subject Units to the Partnership in exchange for an aggregate of 11,000,000 common units representing limited partnership interests in the Partnership ("Common Units") issued by the Partnership (such contributions, collectively, the "Contribution") based off of a $8.75 per unit. The Reporting Person held 12.7811% of the Subject Units and received 1,405,921 Common Units in exchange for his Subject Units.
- F2The Common Units are held by RER Legacy Investments LLC ("RER LLC"). The Reporting Person is a member of RER LLC and may be deemed the benficial owner of the Common Units held by RER LLC.
- F3The Common Units are held by RER Investments LLC. The Reporting Person is the sole member of RER Investments LLC.
- F4The Common Units included in this report were purchased by the Reporting Person's son for his own account in a Directed Unit Program in connection with the initial public offering of common units representing limited partner interests in the Issuer. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.