Sec Form 4 Filing - STEPHENSON CC JR @ Cypress Environmental Partners, L.P. - 2022-06-22

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
STEPHENSON CC JR
2. Issuer Name and Ticker or Trading Symbol
Cypress Environmental Partners, L.P. [ CELP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CYPRESS ENVIRONMENTAL PARTNERS, L.P., 5727 S. LEWIS AVE., SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2022
(Street)
TULSA, OK74105
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 (Limited Partner Interests) 06/22/2022 D( 1 )( 2 ) 405,300 D $ 0 0 D
Common Units (Limited Partner Interests) 06/22/2022 D( 1 )( 2 ) 8,440 D $ 0 0 I By Spouse
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 U nits ( 1 )( 2 )( 3 ) 06/22/2022 D( 1 )( 2 ) 5,769,231 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Units (Limited Partner Interests) 5,769,231 $ 0 0 I By Stephenson Equity( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEPHENSON CC JR
C/O CYPRESS ENVIRONMENTAL PARTNERS, L.P.
5727 S. LEWIS AVE., SUITE 300
TULSA, OK74105
X
Signatures
/s/ Jonathan M. Cinocca, Attorney-in-Fact for Charles C. Stephenson, Jr. 06/30/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 8, 2022, Cypress Environmental Partners, L.P., a Delaware limited partnership (the "Issuer"), and certain of its subsidiaries (together with the Issuer, the "Company") commenced voluntary cases under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On June 21, 2022, the Bankruptcy Court entered an order an order confirming the Second Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cypress Environmental Partners, L.P. and its Debtor Affiliates (as amended, modified or supplemented from time to time, the "Plan"). On June 22, 2022 (the "Effective Date"), the Plan became effective in accordance with its terms and the Company emerged from chapter 11.
( 2 )(Continued from Footnote 1) On the Effective Date, all outstanding common units representing limited partner interests in the Issuer and all outstanding Series A preferred units representing limited partner interests in the Issuer were cancelled and extinguished in accordance with the Plan approved by the Bankruptcy Court.
( 3 )The Series A Preferred Units are convertible into common units representing limited partner interests in connection with a change of control of the Issuer or after May 29, 2021, at the option of the Issuer or Stephenson Equity (as defined below), and have no expiration date. The Series A Preferred Units will generally convert into common units on a one-to-one basis but may convert at a higher ratio under certain circumstances.
( 4 )The Series A preferred units were held by Stephenson Equity, Co. No. 3, a Texas general partnership ("Stephenson Equity") in which Mr. Stephenson and his wife each hold partnership interests. Mr. Stephenson may be deemed to have or share voting and/or dispositive power over the Series A preferred units owned by Stephenson Equity. Mr. Stephenson disclaims beneficial ownership of the Series A preferred units except to the extent of any pecuniary interest therein..

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