SEC Form 4 · accession 0001140361-15-043268
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
Nov 27, 2015
Accepted (ET)
Dec 1, 2015 · 4:43 pm EST
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,F2 | holding | — | — | — | 2,349,708 | I | By Tourbillon Global Master Fund, Ltd | |
| Common Units representing limited partner interestsF1,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 AgreementF1,F4,F5 | — | Nov 27, 2015 | J | 1 | A | — | Aug 4, 2017 | Common Units representing limited partner interest | 25,000 | 1 | I |
| Notional Principal Amount Derivative AgreementF1,F4,F5 | — | Nov 30, 2015 | J | 1 | A | — | Aug 4, 2017 | Common Units representing limited partner interest | 25,000 | 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 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.
- F5Securities 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.