SEC Form 4 · accession 0001209191-15-021373
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
Mar 1, 2015
Accepted (ET)
Mar 3, 2015 · 4:56 pm 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,F4 | Mar 1, 2015 | J | 1,908,100 | — | A | 13,448,089 | I | See footnote |
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 as described in footnote (2) below. The General Partner is a wholly owned subsidiary of VTDC. Accordingly, Valero may be deemed to indirectly beneficially own securities of Valero Energy Partners LP (the "Partnership") owned directly by VTDC and the General Partner.
- F2On March 1, 2015, certain wholly owned subsidiaries of Valero, including The Premcor Pipeline Co. ("Premcor Pipeline"), The Premcor Refining Group Inc. ("Premcor Refining"), Valero Refining-Texas, L.P. ("VRT"), Valero Refining-New Orleans, L.L.C., a wholly owned subsidiary of VTDC ("VRNO"), and Valero Refining Company-Tennessee, L.L.C., effected an internal reorganization pursuant to which all of the outstanding common units and subordinated units beneficially owned by Valero were consolidated, with VTDC becoming the sole record holder of all common units and subordinated units beneficially owned by Valero and VTDC's common stock being held by Premcor Pipeline, Premcor Refining, VRT and Valero Refining and Marketing Company, a direct wholly owned subsidiary of Valero (collectively, the "VTDC Owners"). Each VTDC Owner owns a minority interest in VTDC and is a direct or indirect wholly owned subsidiary of Valero.
- F3On March 1, 2015, the Partnership, the General Partner, VTDC and VRNO, entered into a Contribution Agreement, pursuant to which the General Partner, VTDC and VRNO contributed interests in certain subsidiaries of Valero to the Partnership in exchange for a cash distribution of $571.2 million to VTDC and the issuance of 1,908,100 Common Units to VTDC and VRNO, collectively, and 38,941 general partner units to the General Partner.
- F4This amount excludes 28,789,989 subordinated units beneficially owned by VTDC. Each subordinated unit will convert into one common unit at the end of the subordination period as set forth in the Partnership's partnership agreement. In 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.