| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
Calumet Specialty Products Partners, L.P. (Name of Issuer) |
Common Units representing limited partnership interests (Title of Class of Securities) |
131476103 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 131476103 |
| 1 | Names of Reporting Persons Knott David M Jr | ||||||||
| 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 NEW YORK | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Amounts for Common Units set forth in Rows 5 through 9 and 11 above reflect the following: on July 10, 2024, in connection with the corporate reorganization of the Issuer, pursuant to which the Issuer converted from a master limited partnership to a corporation (the "Conversion"), Calumet Merger Sub I LLC merged with and into Calumet GP, LLC, the general partner (the "General Partner") of the Issuer, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of Calumet, Inc. (the "GP Merger"). In connection with the GP Merger, those Common Units were terminated in full in exchange for common stock of Calumet, Inc.
SCHEDULE 13G |
| CUSIP No. | 131476103 |
| 1 | Names of Reporting Persons Dorset Partners 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Amounts for Common Units set forth in Rows 5 through 9 and 11 above reflect the following: on July 10, 2024, in connection with the corporate reorganization of the Issuer, pursuant to which the Issuer converted from a master limited partnership to a corporation (the "Conversion"), Calumet Merger Sub I LLC merged with and into Calumet GP, LLC, the general partner (the "General Partner") of the Issuer, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of Calumet, Inc. (the "GP Merger"). In connection with the GP Merger, those Common Units were terminated in full in exchange for common stock of Calumet, Inc.
SCHEDULE 13G |
| CUSIP No. | 131476103 |
| 1 | Names of Reporting Persons KNOTT PARTNERS LP | ||||||||
| 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 NEW YORK | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Amounts for Common Units set forth in Rows 5 through 9 and 11 above reflect the following: on July 10, 2024, in connection with the corporate reorganization of the Issuer, pursuant to which the Issuer converted from a master limited partnership to a corporation (the "Conversion"), Calumet Merger Sub I LLC merged with and into Calumet GP, LLC, the general partner (the "General Partner") of the Issuer, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of Calumet, Inc. (the "GP Merger"). In connection with the GP Merger, those Common Units were terminated in full in exchange for common stock of Calumet, Inc.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Calumet Specialty Products Partners, L.P. | |
| (b) | Address of issuer's principal executive
offices: 2780 WATERFRONT PARKWAY E. DRIVE, SUITE 200 INDIANAPOLIS, IN, 46214 | |
| 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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Row references below are to the respective ownership table above for each such Reporting Person.
As of the date of the event requiring this filing, the following Reporting Persons are the beneficial owners of more less than five percent of the class of securitiesof Calumet, Inc.:
1. David M. Knott, Jr.: see Rows 5 through 9 and 11
2. Dorset Partners LLC (as successor in interest to Dorset Management Corporation, pursuant to merger): see Rows 5 through 9 and 11
3. Knott Partners, L.P.: see Rows 5 through 9 and 11 | |
| (b) | Percent of class: Row references below are to the respective ownership table above for each such Reporting Person.
1. David M. Knott, Jr.: see Row 11
2. Dorset Partners LLC: see Row 11
3. Knott Partners, L.P.: see Row 11 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Row references below are to the respective ownership table above for each such Reporting Person.
1. David M. Knott, Jr.: see Rows 5 through 9 and 11
2. Dorset Partners LLC: see Rows 5 through 9 and 11
3. Knott Partners, L.P.: see Rows 5 through 9 and 11 | ||
| (ii) Shared power to vote or to direct the
vote: N/A | ||
| (iii) Sole power to dispose or to direct the
disposition of: Row references below are to the respective ownership table above for each such Reporting Person.
1. David M. Knott, Jr.: see Rows 5 through 9 and 11
2. Dorset Partners LLC: see Rows 5 through 9 and 11
3. Knott Partners, L.P.: see Rows 5 through 9 and 11 | ||
| (iv) Shared power to dispose or to direct the
disposition of: N/A | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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