4//SEC Filing
Heritage Group 4
Accession 0000950170-24-083330
CIK 0002013745other
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 7:01 PM ET
Size
11.1 KB
Accession
0000950170-24-083330
Insider Transaction Report
Form 4
Heritage Group
10% OwnerOther
Transactions
- Other
Warrants to purchase Common Stock
2024-07-10+1,020,000→ 1,020,000 totalExercise: $20.00From: 2024-07-10Exp: 2027-07-10→ Common Stock, par value $0.01 per share (1,020,000 underlying) - Other
Common Stock, par value $0.01 per share
2024-07-10+2,805,000→ 12,587,209 total
Holdings
- 1,200,000(indirect: See Footnote)
Common Stock, par value $0.01 per share
- 888,193(indirect: See Footnote)
Common Stock, par value $0.01 per share
Footnotes (3)
- [F1]On July 10, 2024, in connection with the corporate reorganization of Calumet Specialty Products Partners, L.P. (the "Partnership"), pursuant to which the Partnership converted from a master limited partnership to a corporation (the "Conversion"), Calumet Merger Sub I LLC ("Merger Sub I") merged with and into Calumet GP, LLC, the general partner (the "General Partner") of the Partnership, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of Calumet, Inc. (the "GP Merger"). Pursuant to the GP Merger, all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5,500,000 shares of Calumet, Inc. common stock, par value $0.01 per share (the "Common Stock"), and 2,000,000 warrants to purchase Common Stock (the "Warrants"). In connection with the GP Merger, the reporting person was issued 2,805,000 shares of Common Stock and 1,020,000 Warrants.
- [F2]The reporting person beneficially owns 1,200,000 shares of Common Stock that are owned directly by The Heritage Group Investment Company, LLC, a limited liability company for which the reporting person serves as the Manager and which is wholly owned by the twenty-eight grantor trusts that are the sole general partners and owners of the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by The Heritage Group Investment Company, LLC, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
- [F3]The reporting person also may be deemed to beneficially own 888,193 shares of Common Stock owned by Calumet, Incorporated, an Indiana corporation in which the reporting person has an indirect interest. The reporting person disclaims beneficial ownership of the Common Stock owned by Calumet, Incorporated, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.
Documents
Issuer
Calumet, Inc. /DE
CIK 0002013745
Entity typeother
Related Parties
1- filerCIK 0001350750
Filing Metadata
- Form type
- 4
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 7:01 PM ET
- Size
- 11.1 KB