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)
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2. Issuer Name and Ticker or Trading Symbol
Delek Logistics Partners, LP [ DKL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/05/2024 | ||||||||||||||||||||||||||
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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 | 08/05/2024 | D(1) | 2,500,000 | D | (1) | 31,811,278(2) | I(2) | See footnotes(1)(2) | ||
| Common Units | 08/05/2024 | A(3) | 2,300,000 | A | (3) | 34,111,278(2) | I(2) | See footnotes(2)(3) | ||
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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. On August 5, 2024, pursuant to that certain Assignment and Assumption of Marketing Agreement by and among Alon USA, LP ("Customer"), DK Trading & Supply, LLC, DKL Big Spring, LLC ("Marketing"), and Delek Logistics Services Company ("DLSC"), DLSC transferred 2,500,000 Common Units to the Issuer as consideration for the assignment of that certain Marketing Agreement, dated March 1, 2018, by and between Marketing and Customer. |
| 2. This Form 4 is being filed jointly by Delek US, Delek Energy, and DLSC. Delek Energy owns 23,045,868 Common Units. DLSC owns 11,065,410 Common Units. Delek US directly owns 100% of the outstanding ownership interests of Delek Energy, and Delek Energy owns 100% of the outstanding ownership interests of DLSC. Delek US may therefore be deemed to beneficially own the securities of the Issuer owned directly by Delek Energy and DLSC. |
| 3. On August 5, 2024, pursuant to that certain Contribution Agreement by and among Delek US Holdings, Inc. ("Delek US"), Delek US Energy, Inc. ("Delek Energy"), and the Issuer, the Issuer issued 2,300,000 common units representing limited partnership interests in the Issuer ("Common Units") to Delek US Energy, Inc. ("Delek Energy") as partial consideration for the contribution to the Issuer by Delek Energy of 100% of the issued and outstanding limited liability company interests of Delek Permian Pipeline Holdings, LLC. |
| Remarks: |
| /s/ Reuven Spiegel | 08/07/2024 | |
| ** 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. | ||