SEC Form 4 · accession 0001104659-15-039078
Emerge Energy Services LP · EMES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Shearer
Officer — CHIEF EXECUTIVE OFFICER · Director
Period of report
May 14, 2015
Accepted (ET)
May 18, 2015 · 5:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001555177
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON UNITSF1 | May 14, 2015 | M | 265,294 | — | A | 280,494 | D | |
| COMMON UNITSF2 | May 14, 2015 | S | 27,350 | $36.1134 | D | 253,144 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PHANTOM UNITSF1,F3,F4 | — | May 14, 2015 | M | 265,294 | D | — | — | COMMON UNITS | 265,294 | 0 | D |
Explanation of responses
- F1Each phantom unit is the economic equivalent of one common unit. The Reporting Person's phantom units were accompanied by tandem distribution equivalent rights ("DERs") which represent rights to receive an amount equal to all or a portion of the cash distributions made on units during the period a phantom unit remains outstanding. On May 15, 2015, 265,294 of the phantom units held by the Reporting Person vested. All of the sales reported in this Form 4 were effectuated to cover the withholding taxes incurred by the Reporting Person upon vesting of such phantom units.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.65 to $36.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3The phantom units vest in annual installments over a period of two years commencing on the grant date of May 13, 2013, subject to continued employment.
- F4The phantom units and DERs do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.
Remarks
The Reporting Person is a director and the Chief Executive Officer of Emerge Energy Services GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.