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Sec Form 4 Filing - USD GROUP LLC @ USD Partners LP - 2017-02-21

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
USD GROUP LLC
2. Issuer Name and Ticker or Trading Symbol
USD Partners LP [ USDP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
811 MAIN STREET, SUITE 2800
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2017
(Street)
HOUSTON, TX77002
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 (LIMITED PARTNER INTERESTS) 02/21/2017 C( 1 ) 2,092,709 A $ 0 5,278,963 D ( 2 ) ( 3 )
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) ( 4 ) 02/21/2017 C 2,092,709 ( 4 ) ( 4 ) COMMON UNITS 2,092,709 $ 0 ( 4 ) 6,278,127 D ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
USD GROUP LLC
811 MAIN STREET, SUITE 2800
HOUSTON, TX77002
X X
US DEVELOPMENT GROUP, LLC
811 MAIN STREET, SUITE 2800
HOUSTON, TX77002
X X
USD HOLDINGS LLC
811 MAIN STREET, SUITE 2800
HOUSTON, TX77002
X X
ENERGY CAPITAL PARTNERS III, LLC
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X X
ENERGY CAPITAL PARTNERS III-A, LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X X
ENERGY CAPITAL PARTNERS III-B (USD IP), LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X X
ENERGY CAPITAL PARTNERS III-C (USD IP), LP
51 JOHN F. KENNEDY PARKWAY, SUITE 200
SHORT HILLS, NJ07078
X X
Signatures
/s/ Chris Robbins, Chief Financial Officer, USD Group LLC 02/21/2017
** Signature of Reporting Person Date
/s/ Chris Robbins, Chief Financial Officer, US Development Group, LLC 02/21/2017
** Signature of Reporting Person Date
USD Holdings LLC; By: /s/ Michael R: Curry, Manager 02/21/2017
** Signature of Reporting Person Date
Energy Capital Partners III, LLC; By /s/ Christopher M. Leininger, Deputy General Counsel 02/21/2017
** Signature of Reporting Person Date
Energy Capital Partners III-A, LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Enoch Varner, Counsel 02/21/2017
** Signature of Reporting Person Date
Energy Capital Partners III-B (USD IP), LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Enoch Varner, Counsel 02/21/2017
** Signature of Reporting Person Date
Energy Capital Partners III-C (USD IP), LP; By Energy Capital Partners GP III, LP, its General Partner; By: Energy Capital Partners III, LLC, its General Partner; By: /s/ Enoch Varner, Counsel 02/21/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective February 21, 2017, pursuant to the terms for the second subordinated unit tranche as set forth in the Issuer's second amended and restated agreement of limited partnership, 2,092,709 subordinated units representing limited partnership interests in the Issuer held by USD Group LLC ("USD Group") converted on a one-for-one basis into common units representing limited partnership interests in the Issuer.
( 2 )This Form 4 is filed jointly by USD Group LLC ("USD Group"), US Development Group, LLC ("USD"), USD Holdings, LLC ("USD Holdings"), Energy Capital Partners III,LLC ("ECP"), Energy Capital Partners III-A, LP ("ECP-A"), Energy Capital Partners III-B (USD IP), LP ("ECP-B"), and Energy Capital Partners III-C (USD IP), LP ("ECP-C") and together with ECP-A and ECP-B, the "ECP Funds"). USD Group is the direct holder of the limited partner interests in the Issuer. USD is the parent company of USD Group which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner (the "General Partner"). USD manages USD Group. ECP is the direct or indirect general partner of each of the ECP Funds and has voting and investment control over the securities owned by the ECP Funds. USD Holdings and ECP Funds are members of USD and, with ECP, may be deemed to indirectly beneficially own the limited partnership interests beneficially owned by USD.
( 3 )USD Group directly holds 5,278,963 common units and 6,278,127 subordinated units representing 32.2% of the common units and 100% of the subordinated units for a combined 50.8% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 2,401,928 common units and 2,856,548 subordinated units, representing 45.5% of the limited partnership interests held by USD Group. ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 2,597,250 common units and 3,088,838 subordinated units, representing 49.2% of the limited partnership interests held by USD Group.
( 4 )Subordinated units will convert into common units on a one-for-one basis in separate sequential tranches. Each tranche will be comprised of 20.0% of the subordinated units outstanding as of October 15, 2014. A separate tranche will convert on each business day occurring on or after October 1, 2015 (but no more than once in any twelve-month period) subject to certain conditions being met.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.