SEC Form 4 · accession 0000899243-19-000938
VALERO ENERGY PARTNERS LP · VLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Energy Corp/tx Valero
10% Owner
VALERO ENERGY PARTNERS GP LLC
10% Owner
Valero Terminaling & Distribution Co
10% Owner
Period of report
Jan 10, 2019
Accepted (ET)
Jan 10, 2019 · 9:58 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001583103
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,F3 | Jan 10, 2019 | J | 22,493,484 | $42.25 | A | 46,768,586 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is being filed jointly by Valero Energy Corporation ("Valero"), Valero Terminaling and Distribution Company ("VTDC") and Valero Energy Partners GP LLC (the "General Partner"). The common stock of VTDC is owned by various indirect, wholly owned subsidiaries of Valero. On November 8, 2018, for U.S. tax purposes, VTDC contributed (the "Contribution") 1,413,512 common units representing limited partner interests (the "Common Units") in Valero Energy Partners LP (the "Partnership") to Valero Forest Contribution LLC ("Contribution Sub") in exchange for all of the limited liability company interests of Contribution Sub. The Contribution did not result in any change in beneficial ownership of the Common Units owned by either Valero or VTDC. Both the General Partner and Contribution Sub are wholly owned subsidiaries of VTDC. Accordingly, Valero may be deemed to indirectly beneficially own securities of the Partnership owned directly by VTDC, the General Partner and Contribution Sub.
- F2Pursuant to the Agreement and Plan of Merger dated as of October 18, 2018, by and among Valero, Forest Merger Sub, LLC ("Merger Sub"), the Partnership and the General Partner, the Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing to exist as a Delaware limited partnership. At the at the effective time of the Merger (the "Effective Time"), each Common Unit, other than Common Units owned by Valero and its subsidiaries, was converted into the right to receive $42.25 per Common Unit in cash without any interest thereon and all such Common Units were automatically cancelled and ceased to exist.
- F3In certain circumstances, if the General Partner is removed as the general partner of the Partnership, the General Partner will have the right to convert its general partner interest and its incentive distribution rights into Common Units as set forth in the Partnership's partnership agreement.