Green Plains Partners (GPP) Form 4 Change in insider ownership

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^*

Green Plains Inc.

(Last) (First) (Middle)

450 REGENCY PARKWAY, SUITE 400

(Street)

OMAHA NE 68114

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
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(1)	07/01/2015		J(1)		3,629,982	A	(1)	3,629,982	D
Common Units Representing Limited Partner Interests(1)	07/01/2015		J(1)		109,955	A	(1)	109,955	I	See Footnote(1)(2)
Common Units Representing Limited Partner Interests(1)	07/01/2015		J(1)		649,705	A	(1)	649,705	I	See Footnote(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Subordinated Units representing limited partner interests	(3)	07/01/2015		J(1)		13,139,822		(3)	(3)	Common Units representing limited partner interest	13,139,822	(1)	13,139,822	D
Subordinated Units representing limited partner interests	(3)	07/01/2015		J(1)		2,351,806		(3)	(3)	Common Units representing limited partner interest	2,351,806	$0	2,351,806	I	See Footnote(1)(2)
Subordinated Units representing limited partner interests	(3)	07/01/2015		J(1)		398,014		(3)	(3)	Common Units representing limited partner interest	398,014	$0	398,014	I	See Footnote(1)(2)

Explanation of Responses:

1. In connection with the closing of the initial public offering of the Issuer (the "Offering"), Green Plains Inc., Green Plains Trucking LLC ("Trucking") and Green Plains Obion LLC ("Obion") pursuant to the Contribution, Conveyance and Assumption Agreement (the "Agreement"),contributed certain assets to the Issuer in exchange for, among other things, 3,629,982 common units and 15,889,642 subordinated units representing an aggregate of 63.8% limited partner interest in the Issuer, which includes common units and subordinated units that Green Plains Inc. may be deemed to beneficially own as the sole member of Trucking and Obion.

2. Pursuant to the Agreement, Trucking received 109,955 Common Units and 398,014 Subordinated Units and Obion received 649,705 Common Units and 2,351,806 Subordinated Units in exchange for certain assets contributed.

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 Issuer's Registration Statement on Form S-1 (Registration No. 333-204279).

Remarks:

	/s/ Michelle S. Mapes, EVP - General Counsel and Corporate Secretary of Greens Plains Inc.	07/06/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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