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)
| 2. Issuer Name and Ticker or Trading Symbol Sprague Resources LP [ SRLP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/28/2021 | ||||||||||||||||||||||||||
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 representing limited partner interests | 05/28/2021 | P | 16,058,484 | A | $16.5 | 18,173,849 | I | See Footnotes(1)(3)(4) | ||
Common units representing limited partner interests | 1,375,000 | I | See Footnotes(2)(3)(4) |
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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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. Purchase made by Sprague HP Holdings, LLC ("Sprague HP Holdings") from Sprague Resources Holdings LLC ("Sprague Holdings") in connection with the closing of the transactions contemplated by that certain Purchase Agreement, dated as of April 20, 2021, by and among Sprague HP Holdings, Sprague Holdings and, solely for purposes of Section 11.14 thereof, Hartree Partners, LP ("Hartree LP"), as guarantor. Hartree LP is the sole member of Sprague HP Holdings. Hartree Partners GP, LLC is the general partner of Hartree LP. |
2. These common units are owned directly by Hartree Bulk Storage, LLC ("Hartree Bulk Storage" and, together with Sprague HP Holdings, the "Hartree Direct Holders"). HP Bulk Storage Manager, LLC is the managing member of Hartree Bulk Storage. |
3. Each of the Reporting Persons may be deemed to be a member of a "group" for purposes of Section 13(d) of The Securities Exchange Act of 1934. Each of the Reporting Persons (other than the Hartree Direct Holders, to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Hartree Direct Holders, as applicable, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Hartree Direct Holders to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
Remarks: |
Sprague HP Holdings, LLC has the right to appoint all of the directors of the Board of Directors of Sprague Resources GP LLC, the general partner of the Issuer. Therefore, each of Sprague HP Holdings, LLC, Hartree Partners, LP and Hartree Partners GP, LLC may be deemed a director by deputization. Hartree Bulk Storage, LLC and HP Bulk Storage Manager, LLC may each be deemed a member of a 10% owner group. |
SPRAGUE HP HOLDINGS, LLC, By: HARTREE PARTNERS, LP, its sole member, By: HARTREE PARTNERS GP, LLC, its general partner, /s/ Stephen M. Hendel, Authorized Signatory | 05/28/2021 | |
HARTREE BULK STORAGE, LLC, By: HP BULK STORAGE MANAGER, LLC, its managing member, /s/ Stephen M. Hendel, Authorized Signatory | 05/28/2021 | |
HP BULK STORAGE MANAGER, LLC, /s/ Stephen M. Hendel, Authorized Signatory | 05/28/2021 | |
HARTREE PARTNERS, LP, By: HARTREE PARTNERS GP, LLC, its general partner, /s/ Stephen M. Hendel, Authorized Signatory | 05/28/2021 | |
HARTREE PARTNERS GP, LLC, /s/ Stephen M. Hendel, Authorized Signatory | 05/28/2021 | |
** 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 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. |