SEC Form 4 · accession 0001140361-15-033532

Green Plains Partners LP · GPP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Tourbillon Capital Partners, L.P.

10% Owner

Period of report

Aug 24, 2015

Accepted (ET)

Aug 26, 2015 · 4:18 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 interests^F1,F2	holding	—	—		—	2,349,708	I	By Tourbillon Global Master Fund, Ltd
Common Units representing limited partner interests^F1,F3	holding	—	—		—	12,758	I	By Tourbillon Global Long Alpha Fund, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Notional Principal Amount Derivative Agreement^F1,F4,F2	—	Aug 24, 2015	J	1	A	—	Feb 9, 2017	Common Units representing limited partner interest	4,897	1	I
Notional Principal Amount Derivative Agreement^F1,F4,F2	—	Aug 24, 2015	J	1	A	—	Feb 9, 2017	Common Units representing limited partner interest	4,897	1	I
Notional Principal Amount Derivative Agreement^F1,F4,F2	—	Aug 24, 2015	J	1	A	—	Feb 9, 2017	Common Units representing limited partner interest	14,077	1	I
Notional Principal Amount Derivative Agreement^F1,F4,F2	—	Aug 25, 2015	J	1	A	—	Feb 9, 2017	Common Units representing limited partner interest	4,897	1	I
Notional Principal Amount Derivative Agreement^F1,F4,F2	—	Aug 25, 2015	J	1	A	—	Feb 9, 2017	Common Units representing limited partner interest	979	1	I
Notional Principal Amount Derivative Agreement^F1,F4,F2	—	Aug 25, 2015	J	1	A	—	Feb 9, 2017	Common Units representing limited partner interest	3,917	1	I
Notional Principal Amount Derivative Agreement^F1,F4,F2	—	Aug 25, 2015	J	1	A	—	Feb 9, 2017	Common Units representing limited partner interest	19,838	1	I
Notional Principal Amount Derivative Agreement^F1,F5,F3	—	Aug 24, 2015	J	1	A	—	Jul 3, 2017	Common Units representing limited partner interest	23	1	I
Notional Principal Amount Derivative Agreement^F1,F5,F3	—	Aug 24, 2015	J	1	A	—	Jul 3, 2017	Common Units representing limited partner interest	23	1	I
Notional Principal Amount Derivative Agreement^F1,F5,F3	—	Aug 24, 2015	J	1	A	—	Jul 3, 2017	Common Units representing limited partner interest	66	1	I
Notional Principal Amount Derivative Agreement^F1,F5,F3	—	Aug 25, 2015	J	1	A	—	Jul 3, 2017	Common Units representing limited partner interest	23	1	I
Notional Principal Amount Derivative Agreement^F1,F5,F3	—	Aug 25, 2015	J	1	A	—	Jul 3, 2017	Common Units representing limited partner interest	5	1	I
Notional Principal Amount Derivative Agreement^F1,F5,F3	—	Aug 25, 2015	J	1	A	—	Jul 3, 2017	Common Units representing limited partner interest	18	1	I
Notional Principal Amount Derivative Agreement^F1,F5,F3	—	Aug 25, 2015	J	1	A	—	Jul 3, 2017	Common Units representing limited partner interest	93	1	I
Notional Principal Amount Derivative Agreement^F1,F6,F7	—	Aug 24, 2015	J	1	A	—	Aug 4, 2017	Common Units representing limited partner interest	80	1	I
Notional Principal Amount Derivative Agreement^F1,F6,F7	—	Aug 24, 2015	J	1	A	—	Aug 4, 2017	Common Units representing limited partner interest	80	1	I
Notional Principal Amount Derivative Agreement^F1,F6,F7	—	Aug 24, 2015	J	1	A	—	Aug 4, 2017	Common Units representing limited partner interest	231	1	I
Notional Principal Amount Derivative Agreement^F1,F6,F7	—	Aug 25, 2015	J	1	A	—	Aug 4, 2017	Common Units representing limited partner interest	80	1	I
Notional Principal Amount Derivative Agreement^F1,F6,F7	—	Aug 25, 2015	J	1	A	—	Aug 4, 2017	Common Units representing limited partner interest	16	1	I
Notional Principal Amount Derivative Agreement^F1,F6,F7	—	Aug 25, 2015	J	1	A	—	Aug 4, 2017	Common Units representing limited partner interest	65	1	I
Notional Principal Amount Derivative Agreement^F1,F6,F7	—	Aug 25, 2015	J	1	A	—	Aug 4, 2017	Common Units representing limited partner interest	326	1	I

Explanation of responses

F1This Form 4 is filed jointly by Tourbillon Capital Partners, L.P. ("Tourbillon") and Jason H. Karp (together, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding Common Units. Each of the Reporting Persons disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein.
F2Securities held for the account of Tourbillon Global Master Fund, Ltd ("Global Master Fund"). Each of Tourbillon, as the Investment Manager of Global Master Fund, and Jason H. Karp, as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Master Fund.
F3Securities held for the account of Tourbillon Global Long Alpha Fund, LLC ("Global Alpha Fund"). Each of Tourbillon, as the Investment Manager of Global Alpha Fund, and Jason H. Karp, as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Alpha Fund.
F4Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by Global Master Fund. The Derivative Agreement provides Global Master Fund with economic results that are comparable to the economic results of ownership payable on the settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Global Master Fund disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
F5Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by Global Alpha Fund. The Derivative Agreement provides Global Alpha Fund with economic results that are comparable to the economic results of ownership payable on the settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Global Alpha Fund disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
F6Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by Tourbillon Global Long Alpha Fund, Ltd ("Global Alpha Offshore Fund"). The Derivative Agreement provides Global Alpha Offshore Fund with economic results that are comparable to the economic results of ownership payable on the settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Global Alpha Offshore Fund disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
F7Securities held for the account of Global Alpha Offshore Fund. Each of Tourbillon, as the Investment Manager of Global Alpha Offshore Fund, and Jason H. Karp, as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Alpha Offshore Fund.