| 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 Cypress Environmental Partners, L.P. [ CELP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/22/2022 | ||||||||||||||||||||||||||
| 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 (Limited Partner Interests) | 06/22/2022 | D(1)(2) | 26,938.7851 | D | $0.00 | 0 | D | |||
| 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 | ||||||||
| Phantom Units (Limited Partner Interests) | (1)(2)(3) | 06/22/2022 | D(1)(2) | 38,767 | (1)(2)(3) | (1)(2)(3) | Common Units (Limited Partner Interests) | 38,767 | $0.00 | 0 | D | ||||
| Unit Appreciation Right | (1)(2)(4) | 06/22/2022 | D(1)(2) | 80,000 | (1)(2)(4) | (1)(2)(4) | Common Units (Limited Partner Interests) | 80,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. On May 8, 2022, Cypress Environmental Partners, L.P., a Delaware limited partnership (the "Issuer"), and certain of its subsidiaries (together with the Issuer, the "Company") commenced voluntary cases under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On June 21, 2022, the Bankruptcy Court entered an order an order confirming the Second Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cypress Environmental Partners, L.P. and its Debtor Affiliates (as amended, modified or supplemented from time to time, the "Plan"). On June 22, 2022 (the "Effective Date"), the Plan became effective in accordance with its terms and the Company emerged from chapter 11. |
| 2. (Continued from Footnote 1) On the Effective Date, all outstanding common units representing limited partner interests in the Issuer, all outstanding phantom units and all outstanding unit appreciation rights were cancelled and extinguished in accordance with the Plan approved by the Bankruptcy Court. |
| 3. Upon vesting, each phantom unit converts into a common unit on a one for one basis, or into cash, at the discretion of the Issuer. The phantom units expire upon settlement. |
| 4. Unit Appreciation Rights ("UARs") that vest represent the right to receive payment, in an amount equal to the excess, if any, of the fair market value of one Common Unit over the per Unit exercise price of the UAR upon exercise of the UAR. UARs vest into cash or common units (valued at the fair market value on the date of exercises), or a combination thereof, as determined by the Company. |
| Remarks: |
| The Reporting Person is Vice President and Chief Operations Officer of Cypress Environmental Partners GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. |
| /s/ Jonathan M. Cinocca, Attorney-in-Fact for Jeff English | 06/30/2022 | |
| ** 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). | ||
| ** 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. | ||
