Sec Form 4 Filing - Global Petroleum Corp. @ Global Partners LP - 2005-10-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Global Petroleum Corp.
2. Issuer Name and Ticker or Trading Symbol
Global Partners LP [ GLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
P.O. BOX 9161, 800 SOUTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/04/2005
(Street)
WALTHAM, MA02454-9161
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 10/04/2005 10/04/2005 J( 1 ) 226,736 A 226,736 D
Common Units representing limited partner interests 10/04/2005 10/04/2005 D 224,469 D $ 20.542 ( 1 ) 2,267 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units representing limited partner interests ( 2 ) 10/04/2005 10/04/2005 J( 1 ) 1,723,196 ( 2 ) ( 2 ) Common Units 1,723,196 ( 2 ) 1,723,196 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Global Petroleum Corp.
P.O. BOX 9161
800 SOUTH STREET
WALTHAM, MA02454-9161
X X
Signatures
Richard Slifka, Treasurer, on behalf of Global Petroleum Corp. 10/06/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 4, 2005, in connection with the Issuer's initial public offering (the "Offering") of common units ("Common Units") representing limited partner interests (the "Offering"), Global Petroleum Corp. ("GPC") contributed certain assets to the Issuer and in exchange therefor GPC received (a) 226,736 Common Units, (b) 1,723,196 subordinated units ("Subordinated Units") representing limited partner interests in the Issuer and (c) a 36% membership interest in Global GP LLC, the general partner of Global Partners LP, the Issuer. On October 4, 2005, in connection with the Offering, the net proceeds from the exercise of the underwriters' option to purchase additional Common Units was used to redeem at a price of $20.542 per Common Unit 224,469 Common Units from GPC.
( 2 )Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once the Issuer meets certain financial tests set forth in the agreement of limited partnership of the Issuer, but not before September 30, 2008. These financial tests require the Issuer to have earned and paid the minimum quarterly distributions and arrearages (if any) on all its outstanding units for any three consecutive four quarter periods.

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