SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GLOBAL PARTNERS LP [ GLP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/21/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
Common units representing limited partner interests | 08/02/2022 | M | 65,512 | A | $0(1) | 843,519 | D | |||
Common units representing limited partner interests | 08/02/2022 | F | 29,054(2) | D | $27.78(3) | 814,465 | D | |||
Common units representing limited partner interests | 03/21/2022 | J | 67,123 | A | $0(4) | 206,218 | I | By family trusts | ||
Common Units representing limited partner interests | 564,984 | I | By Larea Holdings LLC | |||||||
Common Units representing limited partner interests | 1,831,957 | I | By Alfred A. Slifka 1990 Trust Under Article II-A(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Phantom Units(6) | $0(1) | 06/08/2022 | A | 69,034 | (7) | (7) | Common units representing limited partner interests | 69,034 | $0 | 134,546 | D | ||||
Phantom Units(6) | $0(1) | 08/02/2022 | M | 65,512 | (8) | (8) | Common Units representing limited partner interests | 65,512 | $0 | 69,034 | D |
Explanation of Responses: |
1. Each phantom unit representing the right to receive one Common Unit upon vesting ("Phantom Unit") converts into a common unit representing a limited partner interest in the Issuer ("Common Unit"), or an equivalent amount of cash, on a one-for-one basis. |
2. Each Common Unit was withheld at the request of the Reporting Person to satisfy the tax withholding obligations of the Reporting Person. |
3. The Issuer's closing market price on July 29, 2022 (the last business date immediately prior to vesting). |
4. On March 21, 2022, an additional 67,123 common units representing limited partner interests in the Issuer ("Common Units") were transferred to trusts for the benefit of Max Slifka (the "Max Slifka Trust"), Colby Slifka (the "Colby Slifka Trust"), and Claudia Slifka (the "Claudia Slifka Trust").The Reporting Person is the sole trustee of the Max Slifka Trust, the Colby Slifka Trust, and the Claudia Slifka Trust, which are trusts in which a member of the Reporting Person's immediate family is the beneficiary. The Reporting Person disclaims beneficial ownership to the extent it exceeds his pecuniary interest. |
5. The Reporting Person disclaims beneficial ownership to the extent it exceeds his pecuniary interest. |
6. Each Phantom Unit is the economic equivalent of one Common Unit. |
7. Pursuant to a Grant Agreement dated August 16, 2017, the Reporting Person was granted 163,780 Phantom Units. Upon satisfying the vesting conditions set forth in said Grant Agreement, the Phantom Units cumulatively vest as follows: 25% on August 1, 2020, 60% on August 20, 2021 and 100% on August 1, 2022. |
8. Pursuant to a Grant Agreement dated June 8, 2022, the Reporting Person was granted 69,034 Phantom Units. Upon satisfying the vesting conditions set forth in said Grant Agreement, the Phantom Units vested as follows: One-Third on January 1, 2023, One-Third on January 1, 2024 and One-Third on January 1, 2025. |
Amy J. Gould, Attorney-in-Fact for Eric Slifka | 08/04/2022 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |