SEC Form 4 · accession 0001549848-19-000023
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
Feb 1, 2019
Accepted (ET)
Feb 4, 2019 · 5:15 pm EST
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 | Feb 1, 2019 | M | 47,939 | — | A | 167,657 | D | |
| Common Units representing limited partner interestsF2 | holding | — | — | — | 4,045,171 | I | See Footnote- | |
| Common Units representing limited partner interestsF3 | holding | — | — | — | 30,000 | I | See Footnote | |
| Common Units representing limited partner interestsF4 | holding | — | — | — | 500 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF5,F1,F6 | — | Feb 1, 2019 | M | 47,939 | D | Feb 1, 2019 | Feb 1, 2019 | Common Units | 47,939 | 670,045 | D |
Explanation of responses
- F1Each phantom unit was the economic equivalent of, and was settled for, one Common Unit representing limited partner interests in the Partnership.
- 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 beneficial 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.
- F5The Reporting Person is a participant in the Hi-Crush Partners LP First Amended and Restated Long-Term Incentive Plan and received 49,936 phantom units on September 14, 2016 (the "2016 Performance Award") vesting based on the Partnership's performance compared to the performance of entities in a designated peer group for the three-year period ending December 31, 2018. 96% of the 2016 Performance Award phantom units vested and settled on February 1, 2019 and the remaining 4% of the 2016 Performance Award phantom units expired on that date. 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 vesting phantom units expire upon settlement.
- F6Includes all phantom units beneficially owned by the Reporting Person following this reported transaction, including previously reported phantom units with varying vesting terms.