SEC Form 4 · accession 0000899243-15-003973
PAR PACIFIC HOLDINGS, INC. · PARR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 21, 2015
Accepted (ET)
Aug 25, 2015 · 4:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000821483
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 21, 2015 | X | 404,013 | $0.0985 | A | 5,828,346 | I | See footnote |
| Common StockF3 | holding | — | — | — | 6,340,398 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to acquire Common StockF3,F1,F2 | $0.0985 | Aug 21, 2015 | X | 404,013 | D | Aug 31, 2012 | Aug 31, 2022 | Common Stock | 404,013 | 0 | I |
Explanation of responses
- F1ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), exercised warrants (the "Warrants") owned directly by Holdings to purchase the shares of common stock (the "Common Stock") of Par Petroleum Corporation (the "Issuer"). Because Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), is the sole member of Holdings, Master Fund may be deemed to beneficially own the 404,013 shares of Common Stock receivable by Holdings upon exercise of the Warrants and the aggregate 5,828,346 shares of Common Stock of the Issuer held directly by Holdings after exercise of the Warrants. The general partner of Master Fund is Chai Trust Company, LLC, an Illinois limited liability company ("General Partner").
- F2(Continued from Footnote 1) Because General Partner is the sole general partner of Master Fund, it may be deemed to beneficially own the 6,340,398 shares of Common Stock held directly by Master Fund and the 5,828,346 shares of Common Stock held directly by Holdings.
- F3The Warrants were previously reported as covering 3,959,328 shares of Common Stock at an exercise price of $0.01 per share. The amount of shares to be issued on exercise of the Warrants was adjusted to reflect the Issuer's one for ten reverse stock split that was effective on January 29, 2014 (the "Reverse Stock Split"). The exercise price of the Warrants was changed to reflect the Reverse Stock Split and also to make anti-dilution adjustments required by the terms of the Warrants.