SEC Form 4 · accession 0000899243-17-029595
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 21, 2017
Accepted (ET)
Dec 26, 2017 · 9:00 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 interests | Dec 21, 2017 | A | 168,750 | $0.00 | A | 239,984 | D | |
| Common units representing limited partner interestsF2 | Dec 21, 2017 | D | 239,984 | — | D | 0 | D | |
| Common units representing limited partner interestsF3,F4 | Dec 21, 2017 | D | 30,680 | — | D | 0 | I | By Lightfoot Capital Partners, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents vested phantom units subject to performance-based vesting that were awarded under the Issuer's Long-Term Incentive Plan.
- F2Pursuant to the Purchase Agreement and Plan of Merger (the "Merger Agreement") dated as of August 29, 2017, by and among Zenith Energy U.S., L.P., Zenith Energy U.S. GP, LLC, Zenith Energy U.S. Logistics Holdings, LLC, Zenith Energy U.S. Logistics, LLC, Arc Logistics Partners LP, Arc Logistic GP LLC, Lightfoot Capital Partners, LP ("LCP LP") and Lightfoot Capital Partners GP LLC ("LCP GP"), all of the common units and phantom units (each representing a contingent right to receive one common unit upon settlement) held by the Reporting Person were cancelled and converted into the right to receive an amount in cash equal to $16.50 per unit, subject to any required withholding taxes.
- F3Prior to the signing of the Merger Agreement, certain members of LCP GP had the right to 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, the Reporting Person may have been deemed to indirectly own a portion of the common units held by LCP LP.
- F4Pursuant to the Merger Agreement, all of the common units held by LCP LP were cancelled and converted into the right to receive an amount in cash equal to $14.50 per common unit, subject to any required withholding taxes.
Remarks
Chief Executive Officer and Chairman