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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Alon Assets, Inc. 12700 PARK CENTRAL DRIVE SUITE 1600 DALLAS, TX 75251 |
X | Director by Deputization | ||
Alon USA Capital, Inc. 12700 PARK CENTRAL DRIVE SUITE 1600 DALLAS, TX 75251 |
X | Director by Deputization | ||
Alon USA Energy, Inc. 12700 PARK CENTRAL DRIVE SUITE 1600 DALLAS, TX 75251 |
X | |||
Alon USA, Inc. 12700 PARK CENTRAL DRIVE SUITE 1600 DALLAS, TX 75251 |
X | Director by Deputization |
/s/ Alon Assets, Inc. by Kevin Kremke, Attorney-In-Fact | 02/09/2018 | |
**Signature of Reporting Person | Date | |
/s/ Alon USA Capital, Inc. by Kevin Kremke, Attorney-In-Fact | 02/09/2018 | |
**Signature of Reporting Person | Date | |
/s/ Alon USA Energy, Inc. bu Kevin Kremke, Attorney-In-Fact | 02/09/2018 | |
**Signature of Reporting Person | Date | |
Alon USA, Inc. by Kevin Kremke, Attorney-In-Fact | 02/09/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On February 7, 2017, pursuant to the Agreement and Plan of Merger dated as of November 8, 2017 (the "Merger Agreement"), among Delek US Holdings, Inc. ( "Parent"), Sugarland Mergeco, LLC ("Merger Sub"), Alon USA Partners, LP ( "MLP"), and Alon USA Partners GP, LLC ( "MLP GP"), Merger Sub merged with and into MLP, with MLP continuing as the surviving entity (the "Merger"). As a result, MLP is an indirect, wholly owned subsidiary of Parent. |
(2) | Pursuant to the Merger Agreement, each common unit representing limited partnership interests in MLP other than common units owned by Parent and its affiliates (each, a "MLP Public Unit"), including the Reporting Persons, issued and outstanding immediately prior to the effective time of the Merger was converted into, and became exchangeable for, 0.4900 of a share of validly issued, fully paid and non-assessable Parent share and each such MLP Public Unit was canceled and retired and ceased to exist. |
(3) | These common units are held by Delek US Energy, Inc. ("DEI"), the sole member of Merger Sub. All of the issued and outstanding capital stock of DEI is owned, beneficially and of record, by Parent |
(4) | The common units are owned directly by Alon Assets, Inc. ("Alon Assets"), which is a Reporting Person. |