SEC Form 4 · accession 0000899243-16-036413
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
Dec 28, 2016
Accepted (ET)
Dec 30, 2016 · 8:49 am 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 interestsF2 | Dec 28, 2016 | S | 27,894 | $14.50 | D | 53,833 | D | |
| Common units representing limited partner interestsF3,F4 | Nov 18, 2016 | G | 16,673 | $0.00 | D | 30,516 | I | By Lightfoot Capital Partners, LP |
| Common units representing limited partner interestsF5,F2,F6 | Dec 28, 2016 | P | 164 | $14.50 | A | 30,680 | I | By Lightfoot Capital Partners, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents Mr. Cubbage's sale of common units representing limited partner interests in the Issuer ("Common Units") to Lightfoot Capital Partners, LP ("LCP LP"), a 10% owner of the Issuer, which was intended to cover the Reporting Person's tax liability resulting from the settlement on November 17, 2016 of phantom units subject to performance-based vesting that were awarded to the Reporting Person under the Issuer's Long-Term Incentive Plan.
- F2The Reporting Person sold the Common Units to LCP LP at a price equal to the closing price of the Issuer's Common Units on November 17, 2016.
- F3The Reporting Person may be deemed to have indirectly owned, as of November 17, 2016, 47,189 of the Common Units held by LCP LP. As of November 18, 2016, the Reporting Person transferred by gift to a family trust established for estate planning purposes, the sole trustee of which is the spouse of the Reporting Person, a portion of his limited liability company membership interests in Lightfoot Capital Partners GP LLC ("LCP GP"), the general partner of LCP LP, and a portion of his limited partner interests in LCP LP. The interests transferred to the trust represented beneficial ownership of 16,673 of the Common Units owned by LCP LP.
- F4Certain members of LCP GP may elect to cause LCP LP to distribute the Common Units held by LCP LP to the partners of LCP LP and to the members of LCP GP. As a member of LCP GP and a partner of LCP LP, Mr. Cubbage may be deemed to indirectly own a portion of the Common Units held by LCP LP.
- F5The Reporting Person may be deemed to indirectly own 164 of the 27,894 Common Units acquired by LCP LP.
- F6As set out in footnote 4 above, Mr. Cubbage may be deemed to indirectly own a portion of the Common Units held by LCP LP. As of the date of this report, LCP LP owns 5,242,775 Common Units. As a member of LCP GP and a partner of LCP LP, Mr. Cubbage may be deemed to indirectly own 30,680 of these Common Units. Mr. Cubbage disclaims beneficial ownership of the Common Units owned by LCP LP except to the extent of his pecuniary interest therein.
Remarks
Chief Executive Officer and Chairman