Zenith Energy Logistics Partners (ARCX) 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^*

Lightfoot Captial Partners, LP

(Last) (First) (Middle)

725 FIFTH AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arc Logistics Partners LP [ ARCX ]

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)
11/16/2016

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 representing limited partner interests	11/16/2016		C(1)		5,146,264(1)	A	(1)	5,214,881	D(2)

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
Subordinated units representing limited partner interests	(1)	11/16/2016		C(1)			5,146,264(1)	(3)	(3)	Common units representing limited partner interests	5,146,264(1)	(1)	0	D(2)

1. Name and Address of Reporting Person^*

Lightfoot Captial Partners, LP

(Last) (First) (Middle)

725 FIFTH AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightfoot Capital Partners GP LLC

(Last) (First) (Middle)

725 FIFTH AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The 5,146,264 subordinated units representing limited partner interests in the Issuer ("Subordinated Units") owned directly by Lightfoot Capital Partners, LP ("LCP") automatically converted into 5,146,264 common units representing limited partner interests in the Issuer ("Common Units") under the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership. These Subordinated Units were misreported in Table I of the Reporting Persons' Form 3 filed on November 5, 2013.

2. This Form 4 is filed jointly by LCP and Lightfoot Capital Partners GP LLC ("LCP GP"), the general partner of LCP. These units are owned directly by LCP, a ten percent owner of the Issuer, and indirectly by LCP GP as general partner of LCP. LCP GP is a ten percent indirect beneficial owner of the Issuer by virtue of its general partner interest in LCP. LCP GP disclaims beneficial ownership of the units owned directly by LCP except to the extent of its pecuniary interest therein.

3. Each Subordinated Unit was convertible into one Common Unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-191534).

Remarks:

	/s/ Steven C. Schnitzer, as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP	11/18/2016
	/s/ Steven C. Schnitzer, as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC	11/18/2016
	** Signature of Reporting Person	Date
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