SEC Form 4 · accession 0001140361-15-026778
Green Plains Partners LP · GPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Green Plains Inc.
Director · 10% Owner
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 4:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001635650
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 | Jul 1, 2015 | J | 3,629,982 | — | A | 3,629,982 | D | |
| Common Units Representing Limited Partner InterestsF1,F2 | Jul 1, 2015 | J | 109,955 | — | A | 109,955 | I | See Footnote |
| Common Units Representing Limited Partner InterestsF1,F2 | Jul 1, 2015 | J | 649,705 | — | A | 649,705 | I | See Footnote |
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,F3 | — | Jul 1, 2015 | J | 13,139,822 | A | — | — | Common Units representing limited partner interest | 13,139,822 | 13,139,822 | D |
| Subordinated Units representing limited partner interestsF1,F2,F3 | — | Jul 1, 2015 | J | 2,351,806 | A | — | — | Common Units representing limited partner interest | 2,351,806 | 2,351,806 | I |
| Subordinated Units representing limited partner interestsF1,F2,F3 | — | Jul 1, 2015 | J | 398,014 | A | — | — | Common Units representing limited partner interest | 398,014 | 398,014 | I |
Explanation of responses
- F1In connection with the closing of the initial public offering of the Issuer (the "Offering"), Green Plains Inc., Green Plains Trucking LLC ("Trucking") and Green Plains Obion LLC ("Obion") pursuant to the Contribution, Conveyance and Assumption Agreement (the "Agreement"),contributed certain assets to the Issuer in exchange for, among other things, 3,629,982 common units and 15,889,642 subordinated units representing an aggregate of 63.8% limited partner interest in the Issuer, which includes common units and subordinated units that Green Plains Inc. may be deemed to beneficially own as the sole member of Trucking and Obion.
- F2Pursuant to the Agreement, Trucking received 109,955 Common Units and 398,014 Subordinated Units and Obion received 649,705 Common Units and 2,351,806 Subordinated Units in exchange for certain assets contributed.
- F3The subordinated units have no expiration dated and will convert into Common Units on a one-for-one basis at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-204279).