Sec Form 4 Filing - Cubbage Vincent T. @ 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 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) 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 ) 168,750 A $ 0 239,984 D Common units representing limited partner interests 12/21/2017 D 239,984 D 0 D Common units representing limited partner interests 12/21/2017 D 30,680 ( 3 ) D 0 I By Lightfoot Capital Partners, LP

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

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, Attorney-in-Fact for Vincent T. Cubbage 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 )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 ("LCP LP") and Lightfoot Capital Partners GP LLC ("LCP GP"), all of the common units and 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. ( 3 )Prior to the signing of the Merger Agreement, certain members of LCP GP had the right to elect to cause LCP LP to distribute the common units held by LCP LP to the partners of LCP LP and to the members of LCP GP. As a member of LCP GP and a partner of LCP LP, the Reporting Person may have been deemed to indirectly own a portion of the common units held by LCP LP. ( 4 )Pursuant to the Merger Agreement, all of the common units held by LCP LP were cancelled and converted into the right to receive an amount in cash equal to $14.50 per common unit, subject to any required withholding taxes.

Remarks: Chief Executive Officer and Chairman

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