Sec Form 4 Filing - Lightfoot Captial Partners, LP @ Arc Logistics Partners LP - 2016-11-16

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
Lightfoot Captial Partners, LP
2. Issuer Name and Ticker or Trading Symbol
Arc Logistics Partners LP [ ARCX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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)
_____ 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 11/16/2016 C( 1 ) 5,146,264 ( 1 ) A 5,214,881 D ( 2 )
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 ) 5,146,264 ( 1 ) ( 3 ) ( 3 ) Common units representing limited partner interests 5,146,264 ( 1 ) ( 1 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lightfoot Captial Partners, LP
725 FIFTH AVENUE, 19TH FLOOR
NEW YORK, NY10022
X
Lightfoot Capital Partners GP LLC
725 FIFTH AVENUE, 19TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Steven C. Schnitzer, as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP 11/18/2016
Signature of Reporting Person Date
/s/ Steven C. Schnitzer, as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC 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. These Subordinated Units were misreported in Table I of the Reporting Persons' Form 3 filed on November 5, 2013.
( 2 )This Form 4 is filed jointly by LCP and Lightfoot Capital Partners GP LLC ("LCP GP"), the general partner of LCP. These units are owned directly by LCP, a ten percent owner of the Issuer, and indirectly by LCP GP as general partner of LCP. LCP GP is a ten percent indirect beneficial owner of the Issuer by virtue of its general partner interest in LCP. LCP GP disclaims beneficial ownership of the units owned directly by LCP except to the extent of its pecuniary interest therein.
( 3 )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).

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