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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 | (3) | 03/11/2019 | M | 30,000 | (4) | (5) | Common Units (limited partner interests) | 30,000 | $ 0 | 0 | D | ||||
Phantom units | (3) | (6) | (5) | Common Units (limited partner interests) | 8,874 | 8,874 | D | ||||||||
Phantom units | (3) | (7) | (5) | Common Units (limited partner interests) | 10,733 | 10,733 | D | ||||||||
Phantom units | (3) | (8) | (5) | Common Units (limited partner interests) | 23,148 | 23,148 | D | ||||||||
Phantom units (9) | (3) | (10) | (5) | Common Units (limited partner interests) | 55,000 (11) | 55,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rupe Ryan K 2103 CITYWEST BLVD. BUILDING 4, SUITE 800 HOUSTON, TX 77042 |
Vice President |
/s/ M. Dilshad Kasmani, Attorney-in-Fact for Ryan K. Rupe | 03/13/2019 | |
**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) | The phantom units were settled upon vesting in common units (on a one for one basis). |
(2) | Phantom units forfeited to cover taxes due upon vesting of such phantom units. |
(3) | The phantom units are settled upon vesting in common units (on a one for one basis) or cash, at the discretion of the Issuer. |
(4) | The phantom units vest on March 10, 2019. |
(5) | The phantom units do not expire. |
(6) | Twenty-five percent (25%) of the phantom units will vest on the each of the first four anniversaries of February 26, 2016. |
(7) | Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of April 3, 2017. |
(8) | Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of April 2, 2018. |
(9) | Each phantom unit represents the right to receive between one and three common units of the Issuer upon vesting. |
(10) | The phantom units will generally vest, subject to the Reporting Person's continued service through such date, on the earlier of a change in control transactions or November 20, 2022. |
(11) | Represents the target number of common units that may be issued. The actual number of common units issuable upon vesting can range from 100% to 300% of this target and will be determined by multiplying the target award by the quotient of the fair market value of a common unit on the vesting date divided by $16.50 and rounded to two significant figures. Upon vesting, the phantom units may be settled in common units of the Issuer or cash at the discretion of the Issuer. |