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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Calumet Specialty Products Partners, L.P. [ CLMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/16/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/16/2011 | C | 6,581,373 | A | (2) | 9,782,209 | D | |||
Common Units | 02/16/2011 | C | 1,342,401 | A | (2) | 1,934,287 | I | See footnote(1) | ||
Common Units | 02/16/2011 | C | 832,803 | A | (2) | 1,200,000 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | 02/16/2011 | C | 1,342,401 | (2) | (2) | Common Units representing limited partner interests | 1,342,401 | $0(2) | 0 | I | See footnote(1) | |||
Subordinated Units representing limited partner interests | (2) | 02/16/2011 | C | 6,581,373 | (2) | (2) | Common Units representing limited partner interests | 6,581,373 | $0(2) | 0 | D | ||||
Subordinated Units representing limited partner interests | (2) | 02/16/2011 | C | 832,803 | (2) | (2) | Common Units representing limited partner interests | 832,803 | $0(2) | 0 | I | See footnote(3) |
Explanation of Responses: |
1. These units are owned by Calumet, Incorporated ("Inc."). The reporting person is an indirect shareholder of Inc. The reporting person disclaims beneficial ownership of the units of the Issuer owned by Inc. except to the extent of its pecuniary interest therein, and the inclusion of the units in this report shall not be deemed an admission of beneficial ownership of all the reported units for purposes of Section 16 or for any other purpose. |
2. Subject to the Issuer's satisfaction of certain conditions, the Subordinated Units were convertible into Common Units on a one-for-one basis at the end of the subordination period, but in no event before December 31, 2010, and had no expiration date. On February 14, 2011, the Issuer satisfied the last of these conditions for the conversion of all outstanding Subordinated Units into Common Units on a one-for-one basis. As a result, on February 16, 2011, all of the Subordinated Units beneficially owned by the reporting person converted into Common Units on a one-for-one basis. |
3. The Units are owned by The Heritage Group Investment Company, LLC, a limited liability company for which Heritage serves as the Manager and which is wholly owned by the thirty grantor trusts that are the sole general partners and owners of Heritage. Heritage disclaims beneficial ownership of the Units owned by The Heritage Group Investment Company, LLC, except to the extent of any pecuniary interest therein, and the inclusion of these Units in this report shall not be deemed an admission of beneficial ownership of all the reported Units for purposes of Section 16 or for any other purpose |
/s/ John P. Vercruysse, CFO | 02/18/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |