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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 | ||||||||
Phantom Units | (1) | 09/14/2018 | M | 43,854 (5) | 09/14/2018 | 09/14/2018 | Common Units | 43,854 | (1) | 269,981 (6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rasmus Robert E. 1330 POST OAK BLVD SUITE 600 HOUSTON, TX 77056 |
X | CEO and Director |
/s/ Mark C. Skolos, as Attorney-In-Fact for Robert E. Rasmus | 09/18/2018 | |
**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) | Each phantom unit was the economic equivalent of, and was settled for, one Common Unit representing limited partner interests in the Partnership. |
(2) | The Common Units are held by RER Legacy Investments LLC ("RER LLC"). The Reporting Person is a member of RER LLC and may be deemed the beneficial owner of the Common Units held by RER LLC. |
(3) | The Common Units are held by RER Investments LLC. The Reporting Person is the sole member of RER Investments LLC. |
(4) | The Common Units included in this report were purchased by the Reporting Person's son for his own account in a Directed Unit Program in connection with the initial public offering of common units representing limited partner interests in the Issuer. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose. |
(5) | The Reporting Person is a participant in the Hi-Crush Partners LP First Amended and Restated Long-Term Incentive Plan (the "Plan") and received 87,709 phantom units on September 14, 2016 under the Plan. Each phantom unit represents the right to receive, upon vesting, one Common Unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights. 50% of such Phantom Units vested on September 14, 2018 as the Reporting Person remained employed during the two-year period. The phantom units expire upon settlement. |
(6) | Includes all phantom units beneficially owned by the Reporting Person following this reported transaction, including previously reported phantom units with varying vesting terms. |