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
Oxford Resource Partners LP [ OXF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/19/2010 | ||||||||||||||||||||||||||
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 (limited partner interests)(1) | 07/19/2010 | C(1) | 1,046,327(1) | A | (1) | 1,046,327 | D | |||
Common Units (limited partner interests)(2) | 07/19/2010 | J(2) | 115,978 | D | (2) | 930,349(3) | D(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 | ||||||||
Class B Common Units (limited partner interests) | (1) | 07/19/2010 | C | 1,046,327(4) | (1) | (1) | Common Units | 1,046,327(1)(4) | $0.00 | 6,813,160 | D | ||||
Class B Common Units (limited partner interests) | (1) | 07/19/2010 | C | 6,813,160(4) | (1) | (1) | Subordinated Units (limited partner interests) | 6,813,160(1)(4) | $0.00 | 0 | D | ||||
Subordinated Units (limited partner interests) | (5) | 07/19/2010 | C | 6,813,160 | (5) | (5) | Common Units (limited partner interests) | 6,813,160 | $0.00 | 6,813,160(3) | D(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Class B common units converted on a one for one basis into approximately 13% common units and approximately 87% subordinated units upon the closing of the initial public offering of the Issuer's common units. |
2. In connection with the closing of the Issuer's initial public offering, the reporting person contributed these common units to Oxford Resources GP, LLC ("Oxford GP"), the Issuer's general partner, as a capital contribution, which were contributed by Oxford GP to the Issuer in exchange for general partner units. |
3. AIM Management is the managing member of AIM. The managing members of AIM Management, comprised of George E. McCown and Mathew P. Carbone, directors of the Issuer, and Robert B. Hellman Jr., have shared voting and investment power over the units held by AIM. AIM Management, Messrs. Carbone, Hellman and McCown, joint filers to this Form 4, may be deemed to indirectly own the units held by AIM, but disclaim beneficial ownrship in these units except to the extent of their pecuniary interest therein. |
4. Reflects the split of one Class B common unit into approximately 1.82 Class B common units that occurred on July 19, 2010. |
5. Each subordinated unit converts into one common unit at the end of the subordination period, as described in the Issuer's Registration Statement of Form S-1, as amended (No. 333-165662), and exhibits. The subordinated units have no expiration date. |
Remarks: |
AIM Oxford Holdings, LLC ("AIM") also owns a 66.3% membership interest in Oxford Resources GP, LLC, the general partner of the Issuer. AIM Coal Management, LLC ("AIM Management") is the managing member of AIM. Messrs. Carbone, Hellman and McCown are the managing members of AIM Management. |
/s/ Robert B. Hellman, Authorized Managing Member of AIM Coal Management, LLC, the Managing Member of AIM Oxford Holdings, LLC | 07/19/2010 | |
/s/ Matthew P. Carbone | 07/19/2010 | |
/s/ George E. McCown | 07/19/2010 | |
/s/ Robert B. Hellman | 07/19/2010 | |
/s/ Robert B. Hellman, Authorized Managing Member of AIM Coal Management, LLC | 07/19/2010 | |
** 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. |