Sec Form 4 Filing - Cubbage Vincent T. @ Arc Logistics Partners LP - 2016-11-16

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 Cubbage Vincent T. 2. Issuer Name and Ticker or Trading Symbol Arc Logistics Partners LP [ ARCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 725 FIFTH AVENUE, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2016 (Street) NEW YORK, NY10022 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 11/16/2016 C( 1 ) 46,568 ( 1 ) A 47,189 ( 2 ) I ( 2 ) By Lightfoot Capital Partners, LP Common units representing limited partner interests 11/17/2016 A( 3 ) 56,250 A $ 0 81,727 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 ( 1 ) 11/16/2016 C( 1 ) 46,568 ( 1 ) ( 4 ) ( 4 ) Common units representing limited partner interests 46,568 ( 3 ) ( 1 ) 0 I ( 2 ) By Lightfoot Capital Partners, LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cubbage Vincent T. 725 FIFTH AVENUE, 19TH FLOOR NEW YORK, NY10022 X See Remarks Signatures /s/ Stephen J. Pilatzke, as Attorney-in-Fact for Vincent T. Cubbage 11/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 5,146,264 subordinated units representing limited partner interests in the Issuer ("Subordinated Units") owned directly by Lightfoot Capital Partners, LP ("LCP") automatically converted into 5,146,264 common units representing limited partner interests in the Issuer ("Common Units") under the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership. Mr. Cubbage may be deemed to indirectly own 46,568 of these Common Units but disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein. Mr. Cubbage's proportionate interest in LCP's Subordinated Units was misreported in Table I of Mr. Cubbage's Form 4 filed on May 19, 2014. ( 2 )Certain members of LCP GP may elect to cause LCP to distribute the 5,214,881 Common Units held by LCP to the partners of LCP and to the members of LCP GP. As a member of LCP GP and a partner of LCP, Mr. Cubbage may be deemed to indirectly own 47,189 of these Common Units but disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein. ( 3 )Represents issuance of Common Units upon settlement of phantom units subject to performance-based vesting that were awarded under the Issuer's Long-Term Incentive Plan. ( 4 )Each Subordinated Unit was convertible into one Common Unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-191534).

Remarks: Chief Executive Officer and Chairman

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