| 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 8point3 Energy Partners LP [ CAFD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/15/2016 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Shares representing limited partner interests | 01/15/2016 | P(1) | 2,400 | A | $15.88 | 2,030,839 | I | See footnote(2)(3)(4) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The purchase herein was effected on behalf of Oceanic and the Master Fund, as defined below. |
| 2. The securities to which this filing relates are held directly by (i) Oceanic Hedge Fund, a Cayman Islands Open Ended Investment Company ("Oceanic"), (ii) Oceanic Opportunities Master Fund, L.P., a Delaware limited partnership (the "Master Fund") and (iii) Oceanic CL Fund LP, a Cayman Islands Exempted Limited Partnership ("CL Fund", and together with Oceanic and the Master Fund, the "Funds"). |
| 3. Oceanic Investment Management Limited, an Isle of Man Company (the "Manager") serves as investment manager to the Funds and has discretion over the portfolio securities beneficially owned by the Funds. Tufton Oceanic (Isle of Man) Limited, an Isle of Man Company "TOL (Isle of Man)" controls the Manager and has discretion over the portfolio securities beneficially owned by the Funds. Oceanic Opportunities GP Limited, a Cayman Islands exempted company (the "Master Fund GP") serves as general partner to the Master Fund and as such has discretion over the portfolio securities beneficially owned by the Master Fund. Oceanic CL GP Limited, a Cayman Islands exempted company (the "CL Fund GP") serves as general partner to the CL Fund and as such has discretion over the portfolio securities beneficially owned by the CL Fund. Cato Brahde ("Mr. Brahde"), serves as the fund manager to the Funds and the managing director of TOL (Isle of Man). |
| 4. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
| /s/ Cato Brahde, (1) individually; (2) as managing director of (a) Tufton Oceanic (Isle of Man) Limited, and (b) Oceanic Investment Management Limited; and (3) as manager of Oceanic Hedge Fund | 01/20/2016 | |
| Oceanic Opportunities GP Limited, /s/ Anthony Haynes, Authorized Signatory | 01/20/2016 | |
| Oceanic Opportunities Master Fund, L.P., By: Oceanic Opportunities GP Limited, its General Partner, /s/ Anthony Haynes, Authorized Signatory | 01/20/2016 | |
| Oceanic CL GP Limited, /s/ Anthony Haynes, Authorized Signatory | 01/20/2016 | |
| Oceanic CL Fund LP, By: Oceanic CL GP Limited, its General Partner, /s/ Anthony Haynes, Authorized Signatory | 01/20/2016 | |
| ** 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. | ||
