SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Slifka Eric

(Last) (First) (Middle)
C/O GLOBAL GP LLC
P.O. BOX 9161, 800 SOUTH STREET

(Street)
WALTHAM MA 02454-9161

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Global Partners LP [ GLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 10/04/2005 10/04/2005 J(1) 74,242 A (1) 74,242 I See footnote (1)
Common Units representing limited partner interests 10/04/2005 10/04/2005 D 73,500 D $20.542(1) 742 I See footnote (1)
Common Units representing limited partner interests 10/04/2005 10/04/2005 P 25,500 A $22 26,242 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units representing limited partner interests (2) 10/04/2005 10/04/2005 J(1) 564,242 (2) (2) Common Units 564,242 (2) 564,242 I See footnote (1)
Explanation of Responses:
1. On October 4, 2005, in connection with the Issuer's initial public offering (the "Offering") of common units ("Common Units") representing limited partner interests, Larea Holdings LLC ("Larea") contributed certain assets to the Issuer and in exchange therefor Larea received (a) 74,242 Common Units, (b) 564,424 subordinated units ("Subordinated Units") representing limited partner interests in the Issuer and (c) a 10% membership interest in Global GP LLC, the general partner of the Issuer. On October 4, 2005, in connection with the Offering, the net proceeds from the exercise of the underwriters' option to purchase additional Common Units was used to redeem at a price of $20.542 per Common Unit 73,500 Common Units from Larea.As of October 4, 2005, Eric Slifka owns 100% of Larea. Mr. Slifka will be the indirect beneficial owner of the Common Units and the Subordinated Units held by Larea.
2. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once the Issuer meets certain financial tests set forth in the agreement of limited partnership of the Issuer, but not before September 30, 2008. These financial tests require the Issuer to have earned and paid the minimum quarterly distributions and arrearages (if any) on all its outstanding units for any three consecutive four quarter periods.
Remarks:
Mr. Slifka is the President and Chief Executive Officer and a Director of Global GP LLC, the general partner of Global Partners LP, the Issuer.
Eric Slifka 10/06/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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