| 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 USD Partners LP [ USDP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/06/2022 | ||||||||||||||||||||||||||
| 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) | 04/06/2022 | J(1) | 5,751,136 | A | $0 | 17,308,226 | I | See Footnotes(2)(3) | ||
| 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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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. On April 6, 2022, USD Partners LP (the Partnership) and certain of its subsidiaries (together with the Partnership, the Acquiring Entities) completed the acquisition of equity interests in certain subsidiaries of USD Group LLC (USD Group) that own 100% of the Hardisty South Terminal (the Acquisition). Upon the closing of the Acquisition, the Partnership and USD Partners GP LLC, the general partner of the Partnership (the GP), completed the cancellation of the incentive distribution rights (IDRs) held by the GP, and the conversion of the GP's approximate 1.6% economic general partner interest in the Partnership into a non-economic general partner interest (the GP/IDR Restructuring and, together with the Acquisition, the Transactions).The total consideration for the Transactions was $75 million in cash plus 5,751,136 newly issued common units representing limited partner interests in the Partnership (the Common Units) that were issued to USD Group. |
| 2. US Development Group, LLC (USD) is the parent company of USD Group, which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner. USD manages USD Group. ECP ControlCo, LLC (ECP ControlCo) is the managing member of Energy Capital Partners III, LLC (ECP), which is the general partner of Energy Capital Partners GP III, LP (ECP GP), which is the general partner of each of Energy Capital Partners III, LP (ECP III), Energy Capital Partners III-A, LP (ECP-A), Energy Capital Partners III-B (USD IP), LP (ECP-B), and Energy Capital Partners III-C (USD IP), LP ((ECP-C) and together with ECP III,ECP-A and ECP-B, the "ECP Funds"). As a result, ECP ControlCo, ECP and ECP GP have voting and investment control over the securities owned by the ECP Funds. USD Holdings, LLC (USD Holdings) and the ECP Funds are members of USD and, with ECP and ECP ControlCo, may be deemed to indirectly beneficially own the limited partner interests beneficially owned by USD. |
| 3. Following the transactions reported herein, USD Group directly holds 17,308,226 common units representing 51.9% of the common units and 51.9% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 7,875,243 common units, representing 45.5% of the limited partnership interests held by USD Group. ECP ControlCo, ECP, ECP GP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 8,515,647 common units, representing 49.2% of the limited partnership interests held by USD Group. |
| Remarks: |
| /s/Adam Altsuler, Chief Financial Officer, USD Group LLC | 10/06/2022 | |
| /s/ Adam Altsuler, Chief Financial Officer, US Development Group, LLC | 10/06/2022 | |
| USD Holdings LLC; By: /s/ Michael R: Curry, Manager | 10/06/2022 | |
| ECP ControlCo, LLC By: /s/ Chris Leininger, General Counsel | 10/06/2022 | |
| Energy Capital Partners III, LLC By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel | 10/06/2022 | |
| Energy Capital Partners GP III, LP By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel | 10/06/2022 | |
| Energy Capital Partners III, LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel | 10/06/2022 | |
| Energy Capital Partners III-A, LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel | 10/06/2022 | |
| Energy Capital Partners III-B (USD IP), LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel | 10/06/2022 | |
| Energy Capital Partners III-C (USD IP), LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel | 10/06/2022 | |
| ** 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. | ||
