4//SEC Filing
USD GROUP LLC 4
Accession 0001610682-19-000031
CIK 0001610682other
Filed
Feb 21, 7:00 PM ET
Accepted
Feb 22, 4:28 PM ET
Size
26.5 KB
Accession
0001610682-19-000031
Insider Transaction Report
Form 4
USD Partners LPUSDP
Energy Capital Partners GP III, LP
Director10% Owner
Transactions
- Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes) - Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying)
ENERGY CAPITAL PARTNERS III-B (USD IP), LP
Director10% Owner
Transactions
- Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes) - Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying)
ENERGY CAPITAL PARTNERS III, LP
10% Owner
Transactions
- Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes) - Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying)
USD GROUP LLC
Director10% Owner
Transactions
- Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes) - Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying)
ECP ControlCo, LLC
Director10% Owner
Transactions
- Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes) - Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying)
ENERGY CAPITAL PARTNERS III-A, LP
Director10% Owner
Transactions
- Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes) - Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying)
ENERGY CAPITAL PARTNERS III, LLC
Director10% Owner
Transactions
- Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes) - Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying)
ENERGY CAPITAL PARTNERS III-C (USD IP), LP
Director10% Owner
Transactions
- Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes) - Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying)
US DEVELOPMENT GROUP, LLC
Director10% Owner
Transactions
- Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying) - Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes)
USD HOLDINGS LLC
Director10% Owner
Transactions
- Conversion
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)
2019-02-20−2,092,709→ 2,092,709 total(indirect: See Footnotes)→ COMMON UNITS (2,092,709 underlying) - Conversion
COMMON UNITS (LIMITED PARTNER INTERESTS)
2019-02-20+2,092,709→ 9,464,381 total(indirect: See Footnotes)
Footnotes (4)
- [F1]Effective February 20, 2019, pursuant to the terms for the fourth subordinated unit tranche as set forth in the Issuer's second amended and restated agreement of limited partnership, 2,092,709 subordinated units representing limited partnership interests in the Issuer held by USD Group LLC ("USD Group") converted on a one-for-one basis into common units representing limited partnership interests in the Issuer.
- [F2]US Development Group, LLC (USD) is the parent company of USD Group LLC (USDG) which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner. USD manages USDG. ECP ControlCo, LLC (ECP ControlCo) is the managing member of Energy Capital Partners III, LLC (ECP), which is the general partner of Energy Capital Partners GP III, LP (ECP GP), which is the general partner of each of Energy Capital Partners III, LP (ECP III), Energy Capital Partners III-A, LP (ECP-A), Energy Capital Partners III-B (USD IP), LP (ECP-B), and Energy Capital Partners III-C (USD IP), LP (ECP-C) and together with ECP III,ECP-A and ECP-B, the "ECP Funds". As a result, ECP ControlCo, ECP and ECP GP have voting and investment control over the securities owned by the ECP Funds. USD Holdings, LLC (USD Holdings) and the ECP Funds are members of USD and, with ECP and ECP ControlCo, may be deemed to indirectly beneficially own the limited partner interests beneficially owned by USD.
- [F3]Following the transactions reported herein, USD Group directly holds 9,464,381 common units and 2,092,709 subordinated units representing 38.9% of the common units and 100% of the subordinated units for a combined 43.7% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 4,306,293 common units and 952,183 subordinated units, representing 45.5% of the limited partnership interests held by USD Group. ECP ControlCo, ECP, ECP GP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 4,656,475 common units and 1,029,613 subordinated units, representing 49.2% of the limited partnership interests held by USD Group.
- [F4]Subordinated units will convert into common units on a one-for-one basis in separate sequential tranches. Each tranche will be comprised of 20.0% of the subordinated units outstanding as of October 15, 2014. A separate tranche will convert on each business day occurring on or after October 1, 2015 (but no more than once in any twelve-month period) subject to certain conditions being met.
Documents
Issuer
USD Partners LP
CIK 0001610682
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001621019
Filing Metadata
- Form type
- 4
- Filed
- Feb 21, 7:00 PM ET
- Accepted
- Feb 22, 4:28 PM ET
- Size
- 26.5 KB