Statement of Changes in Beneficial Ownership (4)
10 Februar 2018 - 12:45AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gera Ella Ruth
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2. Issuer Name
and
Ticker or Trading Symbol
Alon USA Partners, LP
[
ALDW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
12700 PARK CENTRAL DR., SUITE 1600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/7/2018
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(Street)
DALLAS, TX 75251
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units
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2/7/2018
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D
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7352
(1)
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D
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$0
(2)
(3)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Includes unvested restricted MLP common units that were granted to the Reporting Person under Alon USA Partners, LP's ("MLP") 2012 Long-Term Incentive Plan that, pursuant to the Merger Agreement (as defined below), vested immediately prior to the effective time of the Merger (as defined below), and each such restricted MLP common unit was converted at the effective time of the Merger into shares of Delek US Holdings, Inc. ("Parent") commmon stock.
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(2)
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On February 7, 2017, pursuant to the Agreement and Plan of Merger dated as of November 8, 2017 (the "Merger Agreement"), among Parent, Sugarland Mergeco, LLC ("Merger Sub"), MLP, and Alon USA Partners GP, LLC, Merger Sub merged with and into MLP, with MLP continuing as the surviving entity (the "Merger"). As a result, MLP is an indirect, wholly owned subsidiary of Parent.
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(3)
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Pursuant to the Merger Agreement, each common unit representing limited partnership interests in MLP other than common units owned by Parent and its affiliates (each, a "MLP Public Unit") issued and outstanding immediately prior to the effective time of the Merger was converted into, and became exchangeable for, 0.4900 of a share of validly issued, fully paid and non-assessable Parent share and each such MLP Public Unit was canceled and retired and ceased to exist.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gera Ella Ruth
12700 PARK CENTRAL DR., SUITE 1600
DALLAS, TX 75251
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X
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Signatures
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/s/ Ella Gera
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2/9/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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