| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/11/2021 | 3. Issuer Name and Ticker or Trading Symbol Cypress Environmental Partners, L.P. [ CELP ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Units (Limited Partner Interests) | 1,061.785 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Phantom Units (Limited Partner Interests) | 03/09/2022 | (1) | Common Units (Limited Partner interests) | 2,397 | (2) | D | |
| Phantom Units (Limited Partner Interests) | (3) | (1) | Common Units (Limited Partner interests) | 8,000 | (2) | D | |
| Phantom Units (Limited Partner Interests) | (4) | (1) | Common Units (Limited Partner interests) | 10,000 | (2) | D | |
| Phantom Units (Limited Partner Interests) | (5) | (1) | Common Units (Limited Partner interests) | 28,100 | (2) | D | |
| Unit Appreciation Right | (6) | 05/28/2031 | Common Units (Limited Partner interests) | 80,000 | 2.14 | D | |
| Explanation of Responses: |
| 1. The phantom units expire upon settlement. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer. |
| 2. Each phantom unit is the economic equivalent of one common unit. |
| 3. Vests in two substantially equal installments on March 7, 2022 and 2023. |
| 4. Vests in three substantially equal installments on April 1, 2022, 2023 and 2024. |
| 5. Vests in three substantially equal installments on April 1, 2023, 2024 and 2025. |
| 6. On May 28, 2021, the Reporting Person was granted 80,000 Unit Appreciation Rights ("UARs") pursuant to the Issuer's 2013 Long-Term Incentive Plan (the "Plan"). The UARs vest in equal installments on March 28, 2024, 2025 and 2026. Each UAR that vests represents the right to receive payment, in accordance with the Plan, 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. The Reporting Person is entitled to cash or common units (valued at the fair market value on the date of exercises), or a combination thereof, as determined by the administrator of the Plan. |
| Remarks: |
| /s/ Jonathan M. Cinocca, Attorney-in-Fact to Jeff English | 10/19/2021 | |
| ** 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 5 (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. | ||
