SEC Form 4 · accession 0001209191-18-034425
Cypress Energy Partners, L.P. · CELP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cc Stephenson Jr.
Director · Other
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 5:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001587246
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred UnitsF2,F1 | — | May 29, 2018 | P | 5,769,231 | A | — | — | Common Units Representing Limited Partner Interests | 5,769,231 | 5,769,231 | I |
Explanation of responses
- F1The Series A Preferred Units are convertible into common units representing limited partner interests ("Common Units") in the Issuer in connection with a change of control of the Issuer or after May 29, 2021, at the option of the Issuer or Stephenson Equity (as defined below), and have no expiration date. The Series A Preferred Units will generally convert into Common Units on a one-to-one basis but may convert at a higher ratio of Common Units to Series A Preferred Units under certain circumstances. The conversion terms and other features of the Series A Preferred Units are more fully described in the First Amendment to First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P. dated as of May 29, 2018, attached as Exhibit 3.1 to the Current Report on Form 8-K filed May 31, 2018 by the Issuer with the Securities and Exchange Commission.
- F2The Series A Preferred Units are held by Stephenson Equity, Co. No. 3, a Texas general partnership ("Stephenson Equity") in which Mr. Stephenson and his wife each hold partnership interests. Mr. Stephenson may be deemed to have or share voting and/or dispositive power over the Series A Preferred Units owned by Stephenson Equity. Mr. Stephenson disclaims beneficial ownership of the Series A Preferred Units except to the extent of any pecuniary interest therein.
Remarks
The Reporting Person is a director of Cypress Energy Partners GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.