Sec Form 4 Filing - Sisecam Chemicals USA Inc. @ Sisecam Resources LP - 2023-05-26

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
Sisecam Chemicals USA Inc.
2. Issuer Name and Ticker or Trading Symbol
Sisecam Resources LP [ SIRE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O SISECAM RESOURCES LP, FIVE CONCOURSE PARKWAY, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
05/26/2023
(Street)
ATLANTA, GA30328
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 representing limited partner interests 05/26/2023 P 5,257,749 A $ 25 ( 1 ) ( 2 ) ( 3 ) 19,808,749 ( 1 ) ( 2 ) ( 3 ) I See Footnotes ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sisecam Chemicals USA Inc.
C/O SISECAM RESOURCES LP
FIVE CONCOURSE PARKWAY, SUITE 2500
ATLANTA, GA30328
X See Remarks
Ciner Enterprises Inc.
124 EAST 55TH ST
NEW YORK, NY10022
X See Remarks
We Soda Ltd
23 COLLEGE HILL
LONDON, X0EC4R 2RP
X See Remarks
Kew Soda Ltd
23 COLLEGE HILL
LONDON, X0EC4R 2RP
X See Remarks
Akkan Enerji ve Madencilik Anonim Sirketi
SEHITMUHTAR CAD., 38/1 TAKSIM, BEYOGLU
ISTANBUL, W8
X See Remarks
Ciner Turgay
PASALIMANI CADDESI, NO: 73
34670 PASALIMANI, USKUDAR
ISTANBUL, W8
X See Remarks
Signatures
Akkan Enerji ve Madencilik Anonim Sirketi By: /s/ Gursel Usta Name: Gursel Usta Title: Director 05/26/2023
Signature of Reporting Person Date
Ciner Enterprises Inc. By: /s/ Tarlan Oguz Erkan Name: Tarlan Oguz Erkan Title: President and Chief Executive Officer 05/26/2023
Signature of Reporting Person Date
WE Soda Ltd By: /s/ Mehmet Ali Erdogan Name: Mehmet Ali Erdogan Title: Director 05/26/2023
Signature of Reporting Person Date
Kew Soda Ltd By: /s/ Mehmet Ali Erdogan Name: Mehmet Ali Erdogan Title: Director 05/26/2023
Signature of Reporting Person Date
Sisecam Chemicals USA Inc. By: /s/ Mustafa Gorkem Elverici Name: Mustafa Gorkem Elverici Title: Director 05/26/2023
Signature of Reporting Person Date
Turgay Ciner By: /S/ Turgay Ciner 05/26/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sisecam Chemicals Wyoming LLC ("SCW") acquired beneficial ownership of the common units representing limited partner interests ("Common Units") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Sisecam Chemicals Newco LLC, a Delaware limited liability company ("Merger Sub"), with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership directly and wholly owned by SCW. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of February 1, 2023 (the "Merger Agreement"), by and among the Issuer, Merger Sub and the other parties thereto. The Merger closed and was effective on May 26, 2023 (the "Effective Time"). (continued on footnote 2)
( 2 )(Continued from footnote 1) In connection with the closing of the Merger, the Issuer (i) notified the New York Stock Exchange (the "NYSE") that the Certificate of Merger relating to the Merger had been filed with the Secretary of State of the State of Delaware and effective as of the Effective Time and (ii) requested that the NYSE file a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission ("SEC") to delist and deregister the common units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The trading of common units was suspended before the opening of trading on May 26, 2023. Additionally, the Issuer intends to file a certification on Form 15 under the Exchange Act with the SEC requesting the suspension of the Issuer's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
( 3 )SCW is a direct wholly-owned subsidiary of Sisecam Chemicals Resources LLC ("SCR"). SCR is 60% owned by Sisecam Chemicals USA Inc. ("Sisecam USA") and 40% owned by Ciner Enterprises Inc. ("Ciner Enterprises"). Sisecam USA is a direct wholly-owned subsidiary of Turkiye Sise ve Cam Fabrikalari A.S, a Turkish corporation ("Sisecam Parent") which is an approximately 51%-owned subsidiary of Turkiye Is Bankasi Turkiye Is Bankasi ("Isbank"). Ciner Enterprises is a direct wholly-owned subsidiary of WE Soda Ltd., a U.K. Corporation ("WE Soda"). WE Soda is a direct wholly-owned subsidiary of KEW Soda Ltd., a U.K. corporation ("KEW Soda"), which is a direct wholly-owned subsidiary of Akkan Emerji ve Madencilik Anonim Sirketi ("Akkan"). Akkan is directly and wholly-owned by Mr. Turgay Ciner, the Chairman of the Ciner Group ("Ciner Group"), a Turkish conglomerate of companies.
( 4 )Each of the Reporting Persons may be deemed to be a member of a "group" for purposes of Section 13(d) of The Securities Exchange Act of 1934. Each of the Reporting Persons (other than SCW), disclaims beneficial ownership of the securities held by SCW, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than SCW) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 5 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

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