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)

12/28/2016
(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   12/28/2016     S (1)    27894   D $14.50   (2) 53833   D    
Common units representing limited partner interests   11/18/2016     G   V 16673   (3) D $0.00   30516   (4) I   (4) By Lightfoot Capital Partners, LP  
Common units representing limited partner interests   12/28/2016     P (1)    164   (5) A $14.50   (2) 30680   (6) I   (6) By Lightfoot Capital Partners, LP  

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

Explanation of Responses:
( 1)  Represents Mr. Cubbage's sale of common units representing limited partner interests in the Issuer ("Common Units") to Lightfoot Capital Partners, LP ("LCP LP"), a 10% owner of the Issuer, which was intended to cover the Reporting Person's tax liability resulting from the settlement on November 17, 2016 of phantom units subject to performance-based vesting that were awarded to the Reporting Person under the Issuer's Long-Term Incentive Plan.
( 2)  The Reporting Person sold the Common Units to LCP LP at a price equal to the closing price of the Issuer's Common Units on November 17, 2016.
( 3)  The Reporting Person may be deemed to have indirectly owned, as of November 17, 2016, 47,189 of the Common Units held by LCP LP. As of November 18, 2016, the Reporting Person transferred by gift to a family trust established for estate planning purposes, the sole trustee of which is the spouse of the Reporting Person, a portion of his limited liability company membership interests in Lightfoot Capital Partners GP LLC ("LCP GP"), the general partner of LCP LP, and a portion of his limited partner interests in LCP LP. The interests transferred to the trust represented beneficial ownership of 16,673 of the Common Units owned by LCP LP.
( 4)  Certain members of LCP GP may elect to cause LCP LP to distribute the Common Units held by LCP LP to the partners of LCP LP and to the members of LCP GP. As a member of LCP GP and a partner of LCP LP, Mr. Cubbage may be deemed to indirectly own a portion of the Common Units held by LCP LP.
( 5)  The Reporting Person may be deemed to indirectly own 164 of the 27,894 Common Units acquired by LCP LP.
( 6)  As set out in footnote 4 above, Mr. Cubbage may be deemed to indirectly own a portion of the Common Units held by LCP LP. As of the date of this report, LCP LP owns 5,242,775 Common Units. As a member of LCP GP and a partner of LCP LP, Mr. Cubbage may be deemed to indirectly own 30,680 of these Common Units. Mr. Cubbage disclaims beneficial ownership of the Common Units owned by LCP LP except to the extent of his pecuniary interest therein.

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 12/30/2016
** 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.
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