FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cubbage Vincent T.
2. Issuer Name and Ticker or Trading Symbol

Arc Logistics Partners LP [ ARCX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

725 FIFTH AVENUE, 19TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/16/2016
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/16/2016     C (1)    46568   (1) A   (1) 47189   (2) I   (2) By Lightfoot Capital Partners, LP  
Common units representing limited partner interests   11/17/2016     A (3)    56250   A $0.00   81727   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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     (1) 11/16/2016     C   (1)       46568   (1)     (4)   (4) Common units representing limited partner interests   46568   (3)   (1) 0   I   (2) By Lightfoot Capital Partners, LP  

Explanation of Responses:
( 1)  The 5,146,264 subordinated units representing limited partner interests in the Issuer ("Subordinated Units") owned directly by Lightfoot Capital Partners, LP ("LCP") automatically converted into 5,146,264 common units representing limited partner interests in the Issuer ("Common Units") under the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership. Mr. Cubbage may be deemed to indirectly own 46,568 of these Common Units but disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein. Mr. Cubbage's proportionate interest in LCP's Subordinated Units was misreported in Table I of Mr. Cubbage's Form 4 filed on May 19, 2014.
( 2)  Certain members of LCP GP may elect to cause LCP to distribute the 5,214,881 Common Units held by LCP to the partners of LCP and to the members of LCP GP. As a member of LCP GP and a partner of LCP, Mr. Cubbage may be deemed to indirectly own 47,189 of these Common Units but disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.
( 3)  Represents issuance of Common Units upon settlement of phantom units subject to performance-based vesting that were awarded under the Issuer's Long-Term Incentive Plan.
( 4)  Each Subordinated Unit was convertible into one Common Unit at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-191534).

Remarks:
Chief Executive Officer and Chairman

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cubbage Vincent T.
725 FIFTH AVENUE, 19TH FLOOR
NEW YORK, NY 10022
X
See Remarks

Signatures
/s/ Stephen J. Pilatzke, as Attorney-in-Fact for Vincent T. Cubbage 11/18/2016
** 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 control number.
ARC LOGISTICS PARTNERS LP (NYSE:ARCX)
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