Sec Form 4 Filing - Blanchard John S @ Arc Logistics Partners LP - 2017-12-21

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 Blanchard John S 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 _____ 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) 12/21/2017 (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 12/21/2017 A( 1 ) 75,000 A $ 0 113,002 ( 2 ) D Common units representing limited partner interests 12/21/2017 D 113,002 D 0 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

Repo rting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blanchard John S 725 FIFTH AVENUE, 19TH FLOOR NEW YORK, NY10022 See Remarks Signatures /s/ Stephen J. Pilatzke, Attorney-in-Fact for John S. Blanchard 12/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vested phantom units subject to performance-based vesting that were awarded under the Issuer's Long-Term Incentive Plan. ( 2 )Includes an adjustment of 42 units that were previously not reflected as beneficially owned as a result of estimating the disposition for tax withholding purposes on account of the partial vesting of units attributable to a previously reported award of 2,095 phantom units. ( 3 )Pursuant to the Purchase Agreement and Plan of Merger (the "Merger Agreement") dated as of August 29, 2017, by and among Zenith Energy U.S., L.P., Zenith Energy U.S. GP, LLC, Zenith Energy U.S. Logistics Holdings, LLC, Zenith Energy U.S. Logistics, LLC, Arc Logistics Partners LP, Arc Logistic GP LLC, Lightfoot Capital Partners, LP and Lightfoot Capital Partners GP LLC, all of the common units and vested phantom units (each representing a contingent right to receive one common unit upon settlement) held by the Reporting Person were cancelled and converted into the right to receive an amount in cash equal to $16.50 per unit, subject to any required withholding taxes. Pursuant to the Merger Agreement, all 16,667 unvested phantom units held by the Reporting Person were converted into the right to receive an amount in cash equal to $16.50 per unit, ( 4 )(Continued from footnote 3) subject to any required withholding taxes, on the date such unvested phantom units would vest and be settled in accordance with the applicable terms and conditions of such unvested phantom units (as amended pursuant to the Merger Agreement). Following the payment of the consideration with respect to the Reporting Person's unvested phantom units, such unvested phantom units shall no longer be outstanding and shall cease to exist.

Remarks: Senior Vice President, President - Arc Terminals

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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