SEC Form 4 · accession 0001610682-16-000130
USD Partners LP · USDP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ENERGY CAPITAL PARTNERS III-A, LP
Director · 10% Owner
USD GROUP LLC
Director · 10% Owner
US DEVELOPMENT GROUP, LLC
Director · 10% Owner
ENERGY CAPITAL PARTNERS III, LLC
Director · 10% Owner
USD HOLDINGS LLC
Director · 10% Owner
ENERGY CAPITAL PARTNERS III-B (USD IP), LP
Director · 10% Owner
ENERGY CAPITAL PARTNERS III-C (USD IP), LP
Director · 10% Owner
Period of report
Feb 22, 2016
Accepted (ET)
Feb 24, 2016 · 4:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001610682
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1,F2,F3 | Feb 22, 2016 | C | 2,092,709 | $0.00 | A | 3,186,254 | 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 (LIMITED PARTNER INTERESTS)F4,F2,F3 | — | Feb 22, 2016 | C | 2,092,709 | D | — | — | COMMON UNITS | 2,092,709 | 8,370,836 | D |
Explanation of responses
- F1Effective February 22, 2016, pursuant to the terms for the first subordinated unit tranche as set forth in the Issuer's second amended and restated agreement of limited partnership, 2,092,709 subordinated units representing limited partnership interests in the Issuer held by USD Group LLC ("USD Group") converted on a one-for-one basis into common units representing limited partnership interests in the Issuer.
- F2This Form 4 is filed jointly by USD Group LLC ("USD Group"), US Development Group, LLC ("USD"), USD Holdings, LLC ("USD Holdings"), Energy Capital Partners III,LLC ("ECP"), Energy Capital Partners III-A, LP ("ECP-A"), Energy Capital Partners III-B (USD IP), LP ("ECP-B"), and Energy Capital Parnters III-C (USD IP), LP ("ECP-C" and together with ECP-A and ECP-B, the "ECP Funds"). USD Group is the direct holder of the limited partner interest in the Issuer. USD is the parent company of USD Group which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner (the "General Partner"). USD manages USD Group. ECP is the direct or indirect general partner of each of the ECP Funds and has voting and investment control over the securities owned by the ECP Funds. USD Holdings and ECP Funds are members of USD and, with ECP, may be deemed to indirectly beneficially own the limited partnership interests beneficially owned by USD.
- F3USD Group directly holds 3,186,254 common units and 8,370,836 subordinated units representing 22.5% of the common units and 100% of the subordinated units for a combined 51.1% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 1,449,746 common units and 3,808,730 subordinated units, representing 45.5% of the limited partnership interests held by USD Group. ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 1,567,637 common units and 4,118,451 subordinated units, representing 49.2% of the limited partnership interests held by USD Group.
- F4Subordinated units will convert into common units on a one-for-one basis in separate sequential tranches. Each tranche will be comprised of 20.0% of the subordinated units outstanding as of October 15, 2014. A separate tranche will convert on each business day occurring on or after October 1, 2015 (but no more than once in any twelve-month period) subject to certain conditions being met.