MorningStar Partners (TXO) 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^*

Global Endowment Management, LP

(Last) (First) (Middle)

224 W. TREMONT AVE.

(Street)

CHARLOTTE NC 28203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TXO Energy Partners, L.P. [ TXO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2023

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

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

X	Form filed by One Reporting Person
	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	01/31/2023		C		1,435,674	A	(1)	4,713,962(2)(3)	I	By MorningStar Partners II, L.P

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
Series 5 Preferred Units	(1)	01/31/2023		C			279.6884	(1)	10/15/2024	Common Units	1,435,674	$0.00	0	I	See footnotes(4)(5)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, the Issuer's series 5 preferred units automatically converted into common units of the Issuer.

2. Reflects securities acquired in a transaction exempt from reporting pursuant to Rule 16a-13.

3. Reflects the number of units beneficially held following a 1-for-25.33 reverse unit split effected by the Issuer on January 31, 2023, which was exempt from reporting pursuant to Rule 16a-9.

4. The securities reported include (i) 853,773 common units underlying series 5 preferred units held by GEF-PUE, LP and (ii) 581,901 common units underlying series 5 preferred units held by GEF-DTOE, Inc.

5. Global Endowment Management, LP controls the investment decisions of each of GEF-DTOE, Inc. and GEF-PUE, LP, and J. Porter Durham, Jr. has management control over Global Endowment Management, LP and accordingly may be deemed to share beneficial ownership of the common units held by each of GEF-DTOE, Inc. and GEF-PUE, LP. J. Porter Durham, Jr. disclaims beneficial ownership of such common units except to the extent of his pecuniary interest therein, if any.

Remarks:

	Global Endowment Management, LP, By: /s/ J. Porter Durham, Jr., Authorized Person	02/02/2023
	GEF-DTOE, Inc., By: /s/ J. Porter Durham, Jr., Authorized Person	02/02/2023
	GEF-PUE, LP, By: GEF GP, LP, its general partner, By: /s/ J. Porter Durham, Jr., Authorized Person	02/02/2023
	/s/ J. Porter Durham, Jr.	02/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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