SEC Form 4 · accession 0001209191-15-035273
OCI Partners LP · OCIP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
OCI N.V.
Director · 10% Owner
OCI USA INC.
Director · 10% Owner
OCIP HOLDING LLC
Director · 10% Owner
Period of report
Apr 17, 2015
Accepted (ET)
Apr 21, 2015 · 10:48 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001578932
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units (Limited Partner Interests)F1 | Apr 17, 2015 | A | 3,502,218 | $17.132 | A | 69,497,590 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a Contribution Agreement by and among the Issuer, OCI USA Inc. ("OCI USA") and OCIP Holding, LLC ( "OCIP Holding"), 3,502,218 Common Units of the Issuer were issued to OCIP Holding in exchange for a capital contribution of $60.0 million by OCIP Holding to the Issuer. The price per unit of each contributed unit was $17.132, the volume-weighted average trading price of the Issuer's Common Units on the New York Stock Exchange, calculated over the consecutive 21-trading day period ending on the close of trading on the trading day immediately prior to the transaction date.
Remarks
OCI N.V. is a Dutch public limited liability company ("OCI NV"). OCI USA is an indirect wholly owned subsidiary of OCI NV. OCI USA owns all of the membership interests in OCI GP LLC, a Delaware limited liability company and the general partner of the Issuer. OCIP Holding, the direct owner of the securities reported herein, is a wholly owned subsidiary of OCI USA. OCI NV and OCI USA may be deemed to indirectly own the securities of the Issuer held by OCIP Holding, but disclaim beneficial ownership except to the extent of their respective pecuniary interest therein.