SEC Form 4 · accession 0000899243-16-029999
PAR PACIFIC HOLDINGS, INC. · PARR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 22, 2016
Accepted (ET)
Sep 26, 2016 · 4:05 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 StockF3 | Sep 22, 2016 | P | 190,913 | $12.25 | A | 877,632 | I | See footnote |
| Common StockF4 | holding | — | — | — | 12,168,744 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 14, 2016, EGI Investors, L.L.C., a Delaware limited liability company ("EGI Investors") lent $35,000,000 to Issuer in exchange for a 2.50% convertible subordinated bridge note (the "Bridge Note") of Issuer in the principal amount of $36,842,105, which included $1,842,105 as consideration for the commitment fee payable to EGI Investors. The Bridge Note was issued in order to provide liquidity to Issuer prior to completion of its anticipated pro rata rights offering (the "Offering") to Issuer's stockholders. Pursuant to the Offering, which commenced on August 26, 2016 and ended on September 14, 2016, each stockholder of Issuer received one transferable subscription right for each whole share of Issuer common stock (the "Common Stock") owned by that stockholder.
- F2(Continued from Footnote 1) Each subscription right entitled a rights holder to purchase 0.099 shares of the Common Stock at a subscription price of $12.25 per whole share (the "Subscription Price"). The Bridge Note became due and payable on September 22, 2016, the closing date of the Offering (the "Closing Date"), from the net proceeds of the Offering with any amounts not repaid being mandatorily convertible into shares of Common Stock at the Subscription Price per share. EGI Investors received a cash repayment $34,682,511.50 with respect to the Bridge Note and the 190,913 shares of Common Stock upon the Bridge Note's mandatory conversion. The amount of shares of Issuer Common Stock issuable to EGI Investors upon conversion of the Bridge Note could not be determined until the Closing Date when (i) the net proceeds to Issuer from the Offering and (ii) total interest payable to EGI Investors could be determined.
- F3Because Chai Trust Company, LLC, an Illinois limited liability company, is the managing member of EGI Investors ("Managing Member"), it may be deemed to indirectly beneficially own the 877,632 shares of Common Stock held directly by EGI Investors.
- F4Because Managing Member is the sole general partner of Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), Managing Member may be deemed to beneficially own the 12,168,744 shares of Common Stock of the Issuer held directly by Master Fund.