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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subordinated Units representing limited partner interests | (3) | 07/01/2015 | J(1) | 13,139,822 | (3) | (3) | Common Units representing limited partner interest | 13,139,822 | (1) | 13,139,822 | D | ||||
Subordinated Units representing limited partner interests | (3) | 07/01/2015 | J(1) | 2,351,806 | (3) | (3) | Common Units representing limited partner interest | 2,351,806 | $ 0 | 2,351,806 | I | See Footnote (1) (2) | |||
Subordinated Units representing limited partner interests | (3) | 07/01/2015 | J(1) | 398,014 | (3) | (3) | Common Units representing limited partner interest | 398,014 | $ 0 | 398,014 | I | See Footnote (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Green Plains Inc. 450 REGENCY PARKWAY, SUITE 400 OMAHA, NE 68114 |
X | X |
/s/ Michelle S. Mapes, EVP - General Counsel and Corporate Secretary of Greens Plains Inc. | 07/06/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In connection with the closing of the initial public offering of the Issuer (the "Offering"), Green Plains Inc., Green Plains Trucking LLC ("Trucking") and Green Plains Obion LLC ("Obion") pursuant to the Contribution, Conveyance and Assumption Agreement (the "Agreement"),contributed certain assets to the Issuer in exchange for, among other things, 3,629,982 common units and 15,889,642 subordinated units representing an aggregate of 63.8% limited partner interest in the Issuer, which includes common units and subordinated units that Green Plains Inc. may be deemed to beneficially own as the sole member of Trucking and Obion. |
(2) | Pursuant to the Agreement, Trucking received 109,955 Common Units and 398,014 Subordinated Units and Obion received 649,705 Common Units and 2,351,806 Subordinated Units in exchange for certain assets contributed. |
(3) | The subordinated units have no expiration dated and will convert into Common Units on a one-for-one basis at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-204279). |