Green Plains Partners (GPP) Form 3 Initial statement of insider ownership

SEC Form 3

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^*

Green Plains Inc.

(Last) (First) (Middle)

450 REGENCY PARKWAY, SUITE 400

(Street)

OMAHA NE 68114

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2015

3. Issuer Name and Ticker or Trading Symbol
Green Plains Partners LP [ GPP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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 representing limited partner interests	0(1)(2)	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Subordinated Units representing limited partner interests	(3)	(3)	Common Units	0(1)(2)	0	I	See footnotes(1)(2)

Explanation of Responses:

1. This Form 3 is being filed by Green Plains Inc. ("GPRE") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-204279) (the "Registration Statement"). As of June 26, 2015, GPRE holds 98% of the interests in the Issuer.

2. As described in the Registration Statement, at closing of the initial public offering of the Issuer, GPRE intends to contribute certain assets to the Issuer in exchange for, among other things, certain common units and subordinated units of the Issuer.

3. The subordinated units have no expiration dated and will convert into Common Units on a one-for-one basis at the end of the subordination period described in the Registration Statement.

Remarks:

	/s/ Michelle S. Mapes, EVP - General Counsel and Corporate Secretary of Greens Plains Inc.	06/30/2015
	** 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).
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