SEC Form 4 · accession 0000899243-16-033904
Arc Logistics Partners LP · ARCX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent T. Cubbage
Officer — See Remarks · Director
Period of report
Nov 16, 2016
Accepted (ET)
Nov 18, 2016 · 5:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001583744
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 | Nov 16, 2016 | C | 46,568 | — | A | 47,189 | I | By Lightfoot Capital Partners, LP |
| Common units representing limited partner interests | Nov 17, 2016 | A | 56,250 | $0.00 | A | 81,727 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated units representing limited partner interestsF1,F2,F4,F3 | — | Nov 16, 2016 | C | 46,568 | D | — | — | Common units representing limited partner interests | 46,568 | 0 | I |
Explanation of responses
- F1The 5,146,264 subordinated units representing limited partner interests in the Issuer ("Subordinated Units") owned directly by Lightfoot Capital Partners, LP ("LCP") automatically converted into 5,146,264 common units representing limited partner interests in the Issuer ("Common Units") under the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership. Mr. Cubbage may be deemed to indirectly own 46,568 of these Common Units but disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein. Mr. Cubbage's proportionate interest in LCP's Subordinated Units was misreported in Table I of Mr. Cubbage's Form 4 filed on May 19, 2014.
- F2Certain members of LCP GP may elect to cause LCP to distribute the 5,214,881 Common Units held by LCP to the partners of LCP and to the members of LCP GP. As a member of LCP GP and a partner of LCP, Mr. Cubbage may be deemed to indirectly own 47,189 of these Common Units but disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.
- F3Represents issuance of Common Units upon settlement of phantom units subject to performance-based vesting that were awarded under the Issuer's Long-Term Incentive Plan.
- F4Each Subordinated Unit was convertible into one Common Unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-191534).
Remarks
Chief Executive Officer and Chairman