Statement of Changes in Beneficial Ownership (4)
November 18 2016 - 5:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Lightfoot Captial Partners, LP
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2. Issuer Name
and
Ticker or Trading Symbol
Arc Logistics Partners LP
[
ARCX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
725 FIFTH AVENUE, 19TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2016
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common units representing limited partner interests
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11/16/2016
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C
(1)
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5146264
(1)
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A
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(1)
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5214881
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D
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Subordinated units representing limited partner interests
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(1)
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11/16/2016
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C
(1)
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5146264
(1)
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(3)
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(3)
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Common units representing limited partner interests
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5146264
(1)
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(1)
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0
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D
(2)
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Explanation of Responses:
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(
1)
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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. These Subordinated Units were misreported in Table I of the Reporting Persons' Form 3 filed on November 5, 2013.
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(
2)
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This Form 4 is filed jointly by LCP and Lightfoot Capital Partners GP LLC ("LCP GP"), the general partner of LCP. These units are owned directly by LCP, a ten percent owner of the Issuer, and indirectly by LCP GP as general partner of LCP. LCP GP is a ten percent indirect beneficial owner of the Issuer by virtue of its general partner interest in LCP. LCP GP disclaims beneficial ownership of the units owned directly by LCP except to the extent of its pecuniary interest therein.
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(
3)
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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).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lightfoot Captial Partners, LP
725 FIFTH AVENUE, 19TH FLOOR
NEW YORK, NY 10022
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X
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Lightfoot Capital Partners GP LLC
725 FIFTH AVENUE, 19TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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/s/ Steven C. Schnitzer, as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP
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11/18/2016
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**
Signature of Reporting Person
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Date
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/s/ Steven C. Schnitzer, as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC
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11/18/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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