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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subordinated Units representing limited partner interests | $ 0 | 11/07/2012 | J(1)(2) | 11,999,258 | (4) | (4) | Common Units representing limited partner interest | 11,999,258 | $ 0 | 11,999,258 (1) (2) | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Delek US Holdings, Inc. 7102 COMMERCE WAY BRENTWOOD, TN 37027 |
X | |||
LION OIL CO 7102 COMMERCE WAY BRENTWOOD, TN 37027 |
X | |||
Delek Logistics GP, LLC 7102 COMMERCE WAY BRENTWOOD, TN 37027 |
X | |||
Delek Marketing & Supply, LLC 7102 COMMERCE WAY BRENTWOOD, TN 37027 |
X |
/s/ Kent B. Thomas, Attorney-In-Fact | 11/07/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This Form 4 is being filed jointly by Delek US Holdings, Inc. ("Delek US"), Lion Oil Company ("Lion Oil"), Delek Marketing & Supply, LLC ("Delek Marketing") and Delek Logistics GP, LLC ("Delek GP" and, together with Delek US, Lion Oil and Delek Marketing, the "Reporting Persons"). In connection with the closing of the initial public offering of the Issuer, pursuant to that certain Contribution, Conveyance and Assumption Agreement, by and among the Reporting Persons, the Issuer and other parties thereto, dated November 7, 2012, Lion Oil and Delek Marketing contributed certain assets to the Issuer and (i) Lion Oil and Delek Marketing received 612,207 and 2,187,051 common units, respectively, and (ii) Lion Oil received 11,999,258 subordinated units. |
(2) | In connection with the closing of the initial public offering of the Issuer, Delek GP owns approximately 489,766 general partner units, representing its 2.0% general partner interest in the Issuer, as well as its incentive distribution rights. Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions as set forth in the Issuer's Registration Statement on Form S-1 (File No. 333-182631) (the "Registration Statement"). |
(3) | Delek US directly owns 100% of the outstanding ownership interests of Lion Oil and Delek Marketing and 100% of the membership interests of Delek GP. Delek US may therefore be deemed to beneficially own securities of the Issuer owned directly by Lion Oil, Delek Marketing and Delek GP. |
(4) | Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement. |