Sec Form 4 Filing - Tourbillon Capital Partners, L.P. @ Green Plains Partners LP - 2016-02-03

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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
Tourbillon Capital Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol
Green Plains Partners LP [ GPP]
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)
888 SEVENTH AVENUE, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2016
(Street)
NEW YORK, NY10019
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
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
Notional Principal Amount Derivative Agreement ( 1 ) ( 2 ) $ 13.02 02/03/2016 J/K( 3 ) 1 02/03/2016 02/09/2017 Common Units representing limited partnership interest 25,060 ( 3 ) 1 I ( 1 ) ( 2 ) By Tourbillon Global Master Fund, Ltd
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tourbillon Capital Partners, L.P.
888 SEVENTH AVENUE
32ND FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Brian A. Kessler, Chief Financial Officer of Tourbillon Capital Partners, L.P. 06/06/2016
Signature of Reporting Person Date
/s/ Jason H. Karp 06/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly Tourbillon Capital Partners LP ("Tourbillon") and Jason H. Karp (together, the "Reporting Persons"). Each of the Reporting Persons and Global Master Fund (as defined below) disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Securities held for the account of Tourbillon Global Master Fund Ltd. ("Global Master Fund"). Each of Tourbillon, as the Investment Manager of Global Master Fund, and Jason H. Karp as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Master Fund.
( 3 )Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by Global Master Fund. The Derivative Agreement provides Global Master Fund with economic results that are comparable to the economic results of ownership payable on the settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Derivative Agreement (such securities, the "Global Master Fund Subject Securities"). Each of the Reporting Persons and Global Master Fund disclaims beneficial ownership in the Common Units referenced by the Global Master Fund Subject Securities for purposes of Section 13(d) of the Act. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution.

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).

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