Delek Logistics Partners (DKL) Form 4 Change in insider ownership

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^*

Delek US Holdings, Inc.

(Last) (First) (Middle)

7102 COMMERCE WAY

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Delek Logistics Partners, LP [ DKL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/07/2022		S(1)		6,402	D	$40.71(2)	34,371,958(3)	I	See footnotes
Common Units	03/07/2022		S(1)		306	D	$41.23(4)	34,371,652(3)	I	See footnotes
Common Units	03/08/2022		S(1)		5,408	D	$41.33(5)	34,366,244(3)	I	See footnotes
Common Units	03/08/2022		S(1)		1,300	D	$41.84(6)	34,364,944(3)	I	See footnotes
Common Units	03/09/2022		S(1)		6,708	D	$40.94(7)	34,358,236(3)	I	See footnotes

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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^*

Delek US Holdings, Inc.

(Last) (First) (Middle)

7102 COMMERCE WAY

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Delek US Energy, Inc.

(Last) (First) (Middle)

7102 COMMERCE WAY

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Delek Logistics Services Co

(Last) (First) (Middle)

7102 COMMERCE WAY

(Street)

BRENTWOOD TN 37207

(City) (State) (Zip)

Explanation of Responses:

1. The transactions reported on this Form 4 were executed by Delek Logistics Services Company ("Delek Services") pursuant to a Rule 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average sales price. These units were sold in multiple transactions at prices ranging from $40.11 to $41.10, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of units sold at each respective price within the range set forth in this footnote.

3. This Form 4 is being filed jointly by Delek US Holdings, Inc. ("Delek US"), Delek US Energy, Inc. ("Delek Energy"), and Delek Services. Delek Energy owns 20,745,868 Common Units of Delek Logistics Partners, LP (the "Issuer") and Delek Services owns 13,612,368 Common Units of the Issuer. Delek US directly owns 100% of the outstanding ownership interests of Delek Energy and Delek Energy owns 100% of the outstanding ownership interests of Delek Services. Delek US may therefore be deemed to beneficially own the securities of the Issuer owned directly by Delek Energy and Delek Services.

4. The price reported in Column 4 is a weighted average sales price. These units were sold in multiple transactions at prices ranging from $41.15 to $41.29, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of units sold at each respective price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average sales price. These units were sold in multiple transactions at prices ranging from $40.69 to $41.67, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of units sold at each respective price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average sales price. These units were sold in multiple transactions at prices ranging from $41.70 to $41.98, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of units sold at each respective price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average sales price. These units were sold in multiple transactions at prices ranging from $40.41 to $41.27, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of units sold at each respective price within the range set forth in this footnote.

Remarks:

	/s/ Scott Cornelsen	03/09/2022
	** 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).
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