Green Plains Partners 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^*

Tourbillon Capital Partners, L.P.

(Last)

(First)

(Middle)

444 MADISON AVENUE

26TH FLOOR

(Street)

NEW YORK

10022

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partner interests⁽¹⁾								2,349,708	I⁽²⁾	By Tourbillon Global Master Fund Ltd.
Common Units representing limited partner interests⁽¹⁾								12,758	I⁽³⁾	By Tourbillon Global Long Alpha Fund, LLC

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁴⁾	⁽⁴⁾	08/10/2015		J/K		1		⁽⁴⁾	06/26/2019	Common Units representing limited partner interest	19,586	$14.8213	1	I⁽²⁾	By Tourbillon Global Master Fund Ltd.
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁴⁾	⁽⁴⁾	08/11/2015		J/K		1		⁽⁴⁾	02/09/2017	Common Units representing limited partner interest	979	$15.2025	1	I⁽²⁾	By Tourbillon Global Master Fund Ltd.
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁴⁾	⁽⁴⁾	08/11/2015		J/K		1		⁽⁴⁾	02/09/2017	Common Units representing limited partner interest	1,959	$14.9075	1	I⁽²⁾	By Tourbillon Global Master Fund Ltd.
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁵⁾	⁽⁵⁾	08/10/2015		J/K		1		⁽⁵⁾	07/01/2019	Common Units representing limited partner interest	92	$14.8213	1	I⁽³⁾	By Tourbillon Global Long Alpha Fund, LLC
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁵⁾	⁽⁵⁾	08/11/2015		J/K		1		⁽⁵⁾	07/03/2017	Common Units representing limited partner interest	5	$15.2025	1	I⁽³⁾	By Tourbillon Global Long Alpha Fund, LLC
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁵⁾	⁽⁵⁾	08/11/2015		J/K		1		⁽⁵⁾	07/03/2017	Common Units representing limited partner interest	9	$14.9075	1	I⁽³⁾	By Tourbillon Global Long Alpha Fund, LLC
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁶⁾	⁽⁶⁾	08/10/2015		J/K		1		⁽⁶⁾	08/10/2019	Common Units representing limited partner interest	322	$14.8213	1	I⁽⁷⁾	By Tourbillon Global Long Alpha Fund, Ltd.
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁶⁾	⁽⁶⁾	08/11/2015		J/K		1		⁽⁶⁾	08/04/2017	Common Units representing limited partner interest	16	$15.2025	1	I⁽⁷⁾	By Tourbillon Global Long Alpha Fund, Ltd.
Notional Principal Amount Derivative Agreement⁽¹⁾⁽⁶⁾	⁽⁶⁾	08/11/2015		J/K		1		⁽⁶⁾	08/04/2017	Common Units representing limited partner interest	32	$14.9075	1	I⁽⁷⁾	By Tourbillon Global Long Alpha Fund, Ltd.

Explanation of Responses:

1. This Form 4 is filed jointly by Tourbillon Capital Partners LP ("Tourbillon") and Jason H. Karp (together, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding Common Units. Each of the Reporting Persons disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein.

2. Securities held for the account of Tourbillon Global Master Fund Ltd. ("Global Master Fund"). Each of Tourbillon, as the Investment Manager of Global Master Fund, and Jason H. Karp, as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Master Fund.

3. Securities held for the account of Tourbillon Global Long Alpha Fund, LLC ("Global Alpha Fund"). Each of Tourbillon, as the Investment Manager of Global Alpha Fund, and Jason H. Karp, as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Alpha Fund.

4. Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by Global Master Fund. The Derivative Agreement provides Global Master Fund with economic results that are comparable to the economic results of ownership payable on the settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Global Master Fund disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

5. Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by Global Alpha Fund. The Derivative Agreement provides Global Alpha Fund with economic results that are comparable to the economic results of ownership payable on the settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Global Alpha Fund disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

6. Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by Tourbillon Global Long Alpha Fund, Ltd. ("Global Alpha Offshore Fund"). The Derivative Agreement provides Global Alpha Offshore Fund with economic results that are comparable to the economic results of ownership payable on the settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Global Alpha Offshore Fund disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

7. Securities held for the account of Global Alpha Offshore Fund. Each of Tourbillon, as the Investment Manager of Global Alpha Offshore Fund, and Jason H. Karp, as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Alpha Offshore Fund.

Remarks:

	/s/ Brian A. Kessler, Chief Financial Officer of Tourbillon Capital Partners LP	08/12/2015
	/s/ Jason H. Karp	08/12/2015
	** 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 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).
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Green Plains Partners (GPP) Form 4Change in insider ownership