Sec Form 3 Filing - Jenkins Dorothy C @ Westlake Chemical Partners LP - 2014-07-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Jenkins Dorothy C
2. Issuer Name and Ticker or Trading Symbol
Westlake Chemical Partners LP [ WLKP]
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)
2801 POST OAK BOULEVARD, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2014
(Street)
HOUSTON, TX77056
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) 1,436,115 I TTWF LP & TTWF GP LLC ( 1 ) ( 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 (Limited Partner Interests) $ 0 ( 3 ) ( 3 ) Common Units 12,686,115 I TTWF LP & TTWF GP LLC ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jenkins Dorothy C
2801 POST OAK BOULEVARD, SUITE 600
HOUSTON, TX77056
X
Signatures
Dorothy C. Jenkins by J. Iglesias POA 07/29/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is being filed in connection with the effectiveness of the Issuer's Registration Statement on Form S-1. Immediately following the closing of the initial public offering of the Issuer, WPT LLC ("WPT") will own 1,436,115 common units ("Common Units") and 12,686,115 subordinated units ("Subordinated Units"), representing 55.7% of the outstanding limited partner interests in the Issuer. Westlake Chemical Corporation ("Westlake") owns 100% of Westlake Olefins Corporation, which owns 100% of Westlake Chemical Investments, Inc., which owns 100% of Westlake Polymers LLC, which owns 100% of WPT. The reporting person may be deemed to indirectly own the Common Units and the Subordinated Units through her ownership interest in TTWF LP, a Delaware limited partnership through which the reporting person indirectly holds 92,010,554 shares of Westlake.
( 2 )Two trusts for the benefit of members of the Chao family, including the reporting person, are the managers of TTWF GP LLC, a Delaware limited liability company that is the general partner of TTWF LP. The limited partners of TTWF LP are five trusts, principally for the benefit of members of the Chao family, including the reporting person, and two corporations owned, indirectly or directly, by certain of these trusts and by other entities owned by members of the Chao family, including the reporting person. The reporting person shares investment and voting power with respect to the common units beneficially owned by TTWF LP. The reporting person disclaims beneficial ownership of the common units except to the extent of her pecuniary interest therein.
( 3 )Each subordinated unit will convert into one common unit at the end of the subordination period, which will end if the Issuer has earned and paid an aggregate amount of at least the minimum quarterly distribution multiplied by the total number of outstanding common and subordinated units for each of three consecutive on each outstanding unit for any three consecutive, non-overlapping four-quarter periods ending on or after June 30, 2017, but may end as soon as June 30, 2015 if the Issuer meets additional financial tests described in its partnership agreement. The subordinated units have no expiration date.

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