Statement of Changes in Beneficial Ownership (4)
10 März 2017 - 12:12AM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Sherman Josh
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2. Issuer Name
and
Ticker or Trading Symbol
JP Energy Partners LP
[
JPEP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
600 EAST LAS COLINAS BOULEVARD, SUITE 2000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/8/2017
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(Street)
IRVING, TX 75039
(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 (LIMITED PARTNER INTERESTS)
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3/8/2017
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M
(2)
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10259
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A
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(2)
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16592
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D
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COMMON UNITS (LIMITED PARTNER INTERESTS)
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3/8/2017
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D
(1)
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16592
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D
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(1)
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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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PHANTOM UNITS (WITH DERs)
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(2)
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3/8/2017
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M
(2)
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10259
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(2)
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(2)
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COMMON UNITS
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10259
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(2)
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0
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D
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Explanation of Responses:
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(
1)
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Converted into common units of American Midstream Partners, LP ("AMID") in connection with the merger of the issuer into a wholly-owned subsidiary of AMID effective on March 8, 2017 (the "Merger"), On March 7, 2017, the last trading day of the issuer's common units, the closing price of issuer common units was $9.44 per unit and the closing price of AMID's common units was $16.45 per unit. Each issuer common unit outstanding held by the reporting person was converted into 0.5775 AMID common units at the effective time of the Merger.
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(
2)
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Each phantom unit is the economic equivalent of one common unit and is accompanied by a distribution equivalent right, entitling the holder to an amount equal to any cash distributions paid on each of the issuer's common units payable in cash. The phantom units and associated dividend equivalent rights vested immediately prior to the closing of the Merger and upon such vesting converted into common units and cash, respectively.
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Remarks:
The Reporting Person was a director of JP Energy GP II LLC, the former general partner of the issuer (the "Former General Partner"). The Issuer was managed by the directors and executive officers of the Former General Partner until effectiveness of the Merger.
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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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Sherman Josh
600 EAST LAS COLINAS BOULEVARD
SUITE 2000
IRVING, TX 75039
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X
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See Remarks
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Signatures
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/s/ Patrick J. Welch, Attorney-in-Fact for Josh Sherman
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3/9/2017
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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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