Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Sprague Resources LP
(Name of Issuer)
Common Partnership Interest
(Title of Class of Securities)
849343108
(CUSIP Number)
March 19, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|_|Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Hartree Partners, LP
13-3937429
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) |_|
(b) |_|
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
1,850,000
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,850,000
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,850,000
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) |_|
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.09% (1)
12.
TYPE OF REPORTING PERSON (see instructions)
PN
(1) All calculations of beneficial ownership are based on a
total of 22,869,059 common units of the Issuer outstanding
as of March 5, 2020, as reported in the Issuer's Annual
Report on Form 10-K for the year ended December 31, 2019.
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Hartree Partners GP, LLC
81-2508333
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) |_|
(b) |_|
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
1,850,000
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,850,000
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,850,000 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) |_|
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.09% (2)
12.
TYPE OF REPORTING PERSON (see instructions)
OO
(1) Solely in its capacity as the general partner of Hartree
Partners, LP
(2) All calculations of beneficial ownership are based on a
total of 22,869,059 common units of the Issuer outstanding
as of March 5, 2020, as reported in the Issuer's Annual
Report on Form 10-K for the year ended December 31, 2019.
Item 1.
(a)
Name of Issuer
Sprague Resources LP
(b)
Address of Issuer's Principal Executive Offices
Two International Drive, Suite 200, Portsmouth, NH
03801
Item 2.
(a)
Name of Person Filing
Each of the following is hereinafter individually
referred to as a "Reporting Person" and collectively as
the "Reporting Persons." This statement is filed on
behalf of:
1. Hartree Partners, LP, a Delaware limited
partnership ("Hartree"); and
2. Hartree Partners GP, LLC, a Delaware limited
liability company ("Hartree GP"), solely in its
capacity as the general partner of Hartree. The
management committee of Hartree GP is comprised of
six members and such committee establishes the
Trading Guidelines of Hartree.
(b)
Address of the Principal Office or, if none, residence
The address of the principal business office of each of
the Reporting Persons is 1185 Ave of the Americas, New
York, NY 10036
(c)
Citizenship
Hartree
Hartree GP
Delaware
Delaware
(d)
Title of Class of
Securities
Common Partnership Interest
(e)
CUSIP Number
849343108
Item 3. If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
(a)
|_|
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b)
|_|
Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c)
|_|
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d)
|_|
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
|_|
An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f)
|_|
An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g)
|_|
A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h)
|_|
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
|_|
A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
|_|
Group, in accordance with Section 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership.
The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9
and 11 in each of their respective cover pages to this
Schedule 13G are incorporated herein by reference.
Hartree GP, in its capacity as the general partner of
Hartree, is responsible for the management and control of
Hartree. Hartree GP holds 100% of the general partnership
interest of Hartree. The management committee of Hartree GP
is comprised of six members and such committee establishes
the Trading Guidelines of Hartree.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
See disclosure in Item 2.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
HARTREE PARTNERS, LP,
By HARTREE PARTNERS GP, LLC,
its general partner
By: /s/ Stephen Hendel
s
Name/Title: Stephen Hendel/Authorized Signatory
HARTREE PARTNERS GP, LLC
By: /s/ Stephen Hendel
Name/Title: Stephen Hendel/Authorized Signatory
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13G is filed on behalf of
each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained
herein and therein, but shall not be responsible for the
completeness and accuracy of the information concerning the
others, except to the extent that he or it knows or has
reason to believe that such information is inaccurate.
Dated March 27, 2020
HARTREE PARTNERS, LP,
By HARTREE PARTNERS GP, LLC,
its general partner
By: /s/ Stephen Hendel
s
Name/Title: Stephen Hendel/Authorized Signatory
HARTREE PARTNERS GP, LLC
By: /s/ Stephen Hendel
Name/Title: Stephen Hendel/Authorized Signatory