Statement of Changes in Beneficial Ownership (4)
September 18 2017 - 6:21PM
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
*
WINKLER JOSEPH C
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2. Issuer Name
and
Ticker or Trading Symbol
Hi-Crush Partners LP
[
HCLP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O HI-CRUSH PARTNERS LP, THREE RIVERWAY, SUITE 1350
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2017
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(Street)
HOUSTON, TX 77056
(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)
_
X
_ Form filed by One Reporting Person
___ 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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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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Purchase Rights for Units
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$7.82
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9/14/2017
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A
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28772
(1)
(2)
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11/15/2018
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11/15/2018
(3)
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Common Units
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28772.0
(1)
(2)
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$0
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28772
(1)
(2)
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D
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Explanation of Responses:
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(1)
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The reporting person is a participant in the Hi-Crush Partners LP First Amended and Restated Long-Term Incentive Plan (the "Plan") and has elected to participate in the Hi-Crush Partners LP Second 2017 Unit Purchase Program (the "Second 2017 UPP") adopted under the Plan. On September 14, 2017, the reporting person was granted the right to purchase, on November 15, 2018 at $7.82 per common unit, up to the number of common units that are equal to (i) the reporting person's aggregate dollar amount of contributions made to the Second 2017 UPP during the period of the Second 2017 UPP's applicability, including the amount remaining in the reporting person's prior 2017 UPP account as of September 14, 2017 that was applied to the reporting person's Second 2017 UPP account, divided by (ii) 7.82; provided that such number of common units shall be capped at 30,000 common units.
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(2)
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The number of derivative securities acquired and underlying common units reported on this Form 4 for the reporting person is based on the application of the foregoing formula using the dollar amount of contributions currently elected by the reporting person in his Hi-Crush Partners LP Second 2017 Unit Purchase Program Enrollment Form, but may be reduced based on reductions in the reporting person's elected dollar amount of contributions or any withdrawals by the reporting person.
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(3)
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The purchase right is only exercisable on November 15, 2018 and does not continue thereafter.
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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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WINKLER JOSEPH C
C/O HI-CRUSH PARTNERS LP
THREE RIVERWAY, SUITE 1350
HOUSTON, TX 77056
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X
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Signatures
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/s/ Joseph C. Winkler III by Mark C. Skolos as Attorney-in-Fact
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9/18/2017
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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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