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 *

Sawiris Nassef
2. Issuer Name and Ticker or Trading Symbol

OCI Partners LP [ OCIP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O OCI N.V., HONTHORSTSTRAAT 19, 1071 DC
3. Date of Earliest Transaction (MM/DD/YYYY)

7/3/2018
(Street)

AMSTERDAM, P7 
(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 (Limited Partner Interests)   7/3/2018     U    879214   D $11.50   0   I   Refer to Footnotes   (1) (2)

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)  The units of the Issuer reported on this Form 4 are held by a direct or indirect wholly-owned subsidiary of NNS Holding. NNS Holding is an exempted company incorporated in the Cayman Islands with limited liability. Its registered address is 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands. Its principal business is holding diversified industrial and financial investments, and in connection with this, NNS Holding is, through its wholly owned subsidiaries, a significant shareholder of OCI N.V. The entire share capital of NNS Holding is held by the NNS Jersey Trust, an irrevocable trust, whose beneficiaries are principally Mr. Nassef Sawiris (the "Reporting Person") along with his descendants. The Reporting Person is the settlor of the NNS Jersey Trust. He is charged with exploring investment opportunities appropriate for NNS Holding based on his investment expertise.
(2)  The Reporting Person may be deemed to be the beneficial owner of the units of the Issuer described herein. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of all such equity securities covered by this statement.

Remarks:
The Reporting Person is a director of OCI GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. The Reporting Person is also a Director and Chief Executive Officer of OCI N.V. whose principal business address is Herikwebergweg 238, 1101 CM Amsterdam, The Netherlands.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sawiris Nassef
C/O OCI N.V., HONTHORSTSTRAAT 19
1071 DC
AMSTERDAM, P7 
X

See Remarks

Signatures
/s/ Nassef Sawiris 7/5/2018
** 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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