Sec Form 4 Filing - ERGON INC @ Blueknight Energy Partners, L.P. - 2020-09-14

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
ERGON INC
2. Issuer Name and Ticker or Trading Symbol
Blueknight Energy Partners, L.P. [ BKEP]
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 1639
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2020
(Street)
JACKSON, MS39215-1639
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
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
Series A Preferred Units ( 1 ) 09/14/2020 P 2,488,789 ( 1 ) ( 1 ) Common Units 2,488,789 $ 5.46 20,801,757 I ( 2 ) See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ERGON INC
P.O. BOX 1639
JACKSON, MS39215-1639
X X
Ergon Asphalt & Emulsions, Inc.
P.O. BOX 1639
JACKSON, MS39215-1639
X X
Signatures
/s/ Emmitte J. Haddox, President and Chief Executive Officer of Ergon, Inc. 09/16/2020
Signature of Reporting Person Date
/s/ J. Baxter Burns, II, President of Ergon Asphalt & Emulsions, Inc. 09/16/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Preferred Units have no expiration date and are convertible at any time, in whole or in part, on, subject to adjustment, a one-for-one basis into Common Units representing limited partner interests of the Issuer at the holder's election as set forth in the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 14, 2011 and filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on September 14, 2011.
( 2 )This Form 4 is being filed jointly by Ergon, Inc. ("Ergon") and Ergon Asphalt & Emulsions, Inc. ("EA&E"). Ergon directly owns 100% of the outstanding ownership interests of EA&E, and may therefore be deemed to beneficially own the securities of the Issuer owned directly by EA&E.

Remarks:
Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company and the general partner of the Issuer (the "General Partner"), has sole responsibility for conducting the business of and managing the operations of the Issuer. Blueknight GP Holding, LLC, a Delaware limited liability company and the sole member of the General Partner ("Holdings"), has the right to appoint all of the directors of the General Partner. EA&E (and therefore, Ergon) is the indirect parent of Holdings, and may therefore be deemed a director by deputization.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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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