UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 04)*
Westlake Chemical Partners LP
(Name of Issuer)
Common Units Representing Limited Partner Interests, No Par Value
(Title of Class of Securities)
960417 103
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 960417 103 | ||||
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WPT LLC |
|||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
|
|||||
| 3 |
SEC USE ONLY
|
|||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
||||
| 6 |
SHARED VOTING POWER
14,122,230 |
|||||
| 7 |
SOLE DISPOSITIVE POWER
0 |
|||||
| 8 |
SHARED DISPOSITIVE POWER
14,122,230 |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,122,230 |
|||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ |
|||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.8% |
|||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|||||
FOOTNOTES
The percent of class reported is based on 32,247,371 common units outstanding as of February 6, 2019.
| CUSIP No. 960417 103 | ||||
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westlake Polymers LLC |
|||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
|
|||||
| 3 |
SEC USE ONLY
|
|||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
||||
| 6 |
SHARED VOTING POWER
14,122,230 |
|||||
| 7 |
SOLE DISPOSITIVE POWER
0 |
|||||
| 8 |
SHARED DISPOSITIVE POWER
14,122,230 |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,122,230 |
|||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
|||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.8% |
|||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|||||
FOOTNOTES
The percent of class reported is based on 32,247,371 common units outstanding as of February 6, 2019.
| CUSIP No. 960417 103 | ||||
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westlake Chemical Investments, Inc. |
|||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
|
|||||
| 3 |
SEC USE ONLY
|
|||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
||||
| 6 |
SHARED VOTING POWER
14,122,230 |
|||||
| 7 |
SOLE DISPOSITIVE POWER
0 |
|||||
| 8 |
SHARED DISPOSITIVE POWER
14,122,230 |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,122,230 |
|||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
|||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.8% |
|||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|||||
FOOTNOTES
The percent of class reported is based on 32,247,371 common units outstanding as of February 6, 2019.
| CUSIP No. 960417 103 | ||||
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westlake Olefins LLC |
|||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
|
|||||
| 3 |
SEC USE ONLY
|
|||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
||||
| 6 |
SHARED VOTING POWER
14,122,230 |
|||||
| 7 |
SOLE DISPOSITIVE POWER
0 |
|||||
| 8 |
SHARED DISPOSITIVE POWER
14,122,230 |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,122,230 |
|||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
|||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.8% |
|||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|||||
FOOTNOTES
The percent of class reported is based on 32,247,371 common units outstanding as of February 6, 2019.
|
CUSIP No. 960417 103 |
||||
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westlake Chemical Corporation |
|||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
|
|||||
| 3 |
SEC USE ONLY
|
|||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
||||
| 6 |
SHARED VOTING POWER
14,122,230 |
|||||
| 7 |
SOLE DISPOSITIVE POWER
0 |
|||||
| 8 |
SHARED DISPOSITIVE POWER
14,122,230 |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,122,230 |
|||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
|||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.8% |
|||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|||||
FOOTNOTES
The percent of class reported is based on 32,247,371 common units outstanding as of February 6, 2019.
Item 1.
| (a) | Name of Issuer |
Westlake Chemical Partners LP
| (b) | Address of Issuer’s Principal Executive Offices |
| 2801 Post Oak Boulevard, Suite 600 |
| Houston, TX 77056 |
Item 2.
| (a) | Name of Person Filing |
WPT LLC
Westlake Polymers LLC
Westlake Chemical Investments, Inc.
Westlake Olefins LLC
Westlake Chemical Corporation
Westlake Chemical Corporation (“Westlake”) owns 100% of Westlake Olefins LLC, which owns 100% of Westlake Chemical Investments, Inc., which owns 100% of Westlake Polymers LLC, which owns 100% of WPT LLC.
| (b) | Address of Principal Business Office or, if none, Residence |
2801 Post Oak Boulevard, Suite 600
Houston, TX 77056
| (c) | Citizenship |
Each of WPT LLC, Westlake Polymers LLC and Westlake Olefins LLC is a Delaware limited liability company.
Each of Westlake Chemicals Investments, Inc. and Westlake Chemical Corporation is a Delaware corporation.
| (d) | Title of Class of Securities |
Common units representing limited partner interests.
| (e) | CUSIP Number |
| 960417 103 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
|
(b) |
☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
|
(c) |
☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
|
(d) |
☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
|
(e) |
☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
|
(f) |
☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
|
(g) |
☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
|
(h) |
☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
|
(i) |
☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
|
(j) |
☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | ||
|
(k) |
☐ | A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information provided below is applicable to each reporting person. The percent of class reported is based on 32,247,371 common units outstanding as of January [26], 2019.
| (a) | Amount beneficially owned: 14,122,230 |
| (b) | Percent of class: 43.8% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 14,122,230 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 14,122,230 |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ .
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
WPT LLC (OO)Westlake Polymers LLC (OO)
Westlake Chemical Investments, Inc. (CO)
Westlake Olefins LLC (OO)
Westlake Chemical Corporation (CO)
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| WPT LLC | ||||||
| Date: February 6, 2019 | By: |
/s/ Albert Chao |
||||
| Name: ALBERT CHAO | ||||||
| Title: President of Westlake Chemical Investments, Its manager | ||||||
| WESTLAKE POLYMERS LLC | ||||||
| Date: February 6, 2019 | By: |
/s/ Albert Chao |
||||
| Name: ALBERT CHAO | ||||||
| Title: President of Westlake Chemical Investments, Its manager | ||||||
| WESTLAKE CHEMICAL INVESTMENTS, INC. | ||||||
| Date: February 6, 2019 | By: |
/s/ Albert Chao |
||||
| Name: ALBERT CHAO | ||||||
| Title: President | ||||||
| WESTLAKE OLEFINS LLC | ||||||
| Date: February 6, 2019 | By: |
/s/ Albert Chao |
||||
| Name: ALBERT CHAO | ||||||
| Title: President | ||||||
| WESTLAKE CHEMICAL CORPORATION | ||||||
| Date: February 6, 2019 | By: |
/s/ Albert Chao |
||||
| Name: ALBERT CHAO | ||||||
| Title: President and CEO | ||||||
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)