Sec Form 4 Filing - World Point Terminals, Inc. @ World Point Terminals, LP - 2013-08-14

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
World Point Terminals, Inc.
2. Issuer Name and Ticker or Trading Symbol
World Point Terminals, LP [ WPT]
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)
8235 FORSYTH BOULEVARD, SUITE 400,
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2013
(Street)
ST. LOUIS, MO63105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (Limited Partner Interests) 08/14/2013 A 1,312,500 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A 1,312,500 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D ( 1 ) ( 2 )
Common Units (Limited Partner Interests) 08/14/2013 A 11,301,257 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A 11,301,257 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I ( 1 ) ( 2 ) By CPT Subsidiary
Common Units (Limited Partner Interests) 08/14/2013 S 4,878,250 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D $ 18.8 ( 5 ) 6,423,007 I ( 1 ) ( 2 ) By CPT Subsidiary
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 Securi ty
(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 (Limited Partner Interests) ( 6 ) 08/14/2013 A 16,485,507 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) ( 6 ) Common Units (Limited Partner Interests) 16,485,507 ( 1 ) ( 2 ) ( 3 ) ( 4 ) $ 0 ( 6 ) 16,485,507 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I ( 1 ) ( 2 ) By CPT Subsidiary
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
World Point Terminals, Inc.
8235 FORSYTH BOULEVARD, SUITE 400
ST. LOUIS, MO63105
X X
NOVELLY DYNASTY TRUST
C/O WORLD POINT TERMINALS, LP
8235 FORSYTH BOULEVARD, SUITE 400
ST. LOUIS, MO63105
X X
NOVELLY FAMILY TRUST
C/O WORLD POINT TERMINALS, LP
8235 FORSYTH BOULEVARD, SUITE 400
ST. LOUIS, MO63105
X X
Signatures
/s/ Steven G. Twele, Vice President and Chief Financial Officer of World Point Terminals, Inc. 08/16/2013
Signature of Reporting Person Date
/s/ Steven G. Twele, Authorized Trustee of the Novelly Dynasty Trust 08/16/2013
Signature of Reporting Person Date
/s/ Steven G. Twele, Authorized Trustee of the Novelly Family Trust 08/16/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by World Point Terminals, Inc. ("Parent"), the Novelly Dynasty Trust and the Novelly Family Trust (collectively, the "Trusts") in connection with the closing (the "Closing") of the initial public offering (the "IPO") and the related Closing transactions as reported in the Issuer's Registration Statement on Form S-1 (Registration No. 333 189396) (the "Registration Statement"). The Issuer is an indirect subsidiary of Parent. The Trusts collectively own a controlling interest in Parent and as such, may be deemed to indirectly beneficially own the securities held by Parent. The trustees of the Trusts have shared investment and voting control over the securities held by Parent, but may exercise such control only with the support of a majority of the trustees. Continued in footnote 2.
( 2 )Continued from footnote 1. As such, the Reporting Person(s) disclaim beneficial ownership of the securities of the Issuer held by the Parent. CPT 2010, LLC ("CPT Subsidiary") is a wholly-owned subsidiary of Parent. Parent and the Trusts may be deemed to indirectly beneficially own the securities held by CPT Subsidiary, but disclaim beneficial ownership except to the extent of their respective pecuniary interest therein, if any. WPT GP, LLC, is the general partner of the Issuer (the "General Partner").
( 3 )Pursuant to a Contribution, Conveyance and Assumption Agreement executed as of the Closing, including but not limited to, the Issuer, Parent, the General Partner and CPT Subsidiary, effective as of the Closing, (i) Parent contributed certain property to the Issuer and assumed certain liabilities of the Issuer in exchange for 1,312,500 common units (the "Parent Common Units"), (ii) CPT Subsidiary contributed certain property to the Issuer in exchange for 11,301,257 common units (the "CPT Common Units") and 16,485,507 subordinated units (the "Subordinated Units"). Continued in footnote 4.
( 4 )Continued from footnote 3. If the underwriters do not exercise their option to purchase additional common units in full, as of the Closing, Parent directly or indirectly holds approximately (i) 39.0% of the outstanding common units of the Issuer (represented by the Parent Common Units and the CPT Common Units), (ii) 100% of the outstanding subordinated units of the Issuer or (iii) an aggregate 73.5% of the limited partner interest in the Issuer (represented by the Parent Common Units, the CPT Common Units and the Subordinated Units). Parent also holds 20% of the Incentive Distribution Rights of the Issuer. The General Partner holds a 0.0% non economic interest in the Issuer.
( 5 )Represents the public offering price of $18.80 per common unit less the underwriter's discount of $1.20 per common unit.
( 6 )Each subordinated unit will convert into one common unit at the end of the Subordination Period.

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