Statement of Changes in Beneficial Ownership (4)
September 18 2018 - 4:18PM
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
*
Barker William E
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Principal Strategy Officer
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(Last)
(First)
(Middle)
1330 POST OAK BLVD, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2018
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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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Common Units representing limited partner interests
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9/14/2018
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M
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9443
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A
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(1)
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17968
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D
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Common Units representing limited partner interests
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9/18/2018
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S
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9444
(2)
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D
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$12.40
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8524
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D
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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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Phantom Units
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(1)
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9/14/2018
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M
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9443
(3)
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9/14/2018
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9/14/2018
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Common Units
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9443.0
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(1)
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67159
(4)
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D
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Explanation of Responses:
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(1)
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Each phantom unit was the economic equivalent of, and was settled for, one Common Unit representing limited partner interests in Hi-Crush Partners, LP (the "Partnership").
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(2)
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The sale reported on this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 3, 2018 and represents the number of Common Units sold by the Reporting Person to cover, in part, estimated tax withholding obligations in connection with the vesting of the phantom units for Common Units listed in Table II.
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(3)
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The Reporting Person is a participant in the Partnership's First Amended and Restated Long-Term Incentive Plan (the "Plan") and received 18,887 phantom units under the Plan on September 14, 2016. 50% of such phantom units vested on September 14, 2018, as the Reporting Person remained employed during the two-year period. Each phantom unit represents the right to receive, upon vesting, one Common Unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights. The phantom units expire upon settlement.
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(4)
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Includes all phantom units beneficially owned by the Reporting Person following this reported transaction, including previously reported phantom units with varying vesting terms.
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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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Barker William E
1330 POST OAK BLVD
SUITE 600
HOUSTON, TX 77056
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Principal Strategy Officer
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Signatures
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/s/ William E. Barker by Mark C. Skolos as Attorney-in-Fact
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9/18/2018
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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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