0001140361-14-043173.txt : 20141121 0001140361-14-043173.hdr.sgml : 20141121 20141121185550 ACCESSION NUMBER: 0001140361-14-043173 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141119 FILED AS OF DATE: 20141121 DATE AS OF CHANGE: 20141121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QR Energy, LP CENTRAL INDEX KEY: 0001502012 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 900613069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-452-2230 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kinningham Laura CENTRAL INDEX KEY: 0001546764 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35010 FILM NUMBER: 141244187 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2400 STREET 2: 5 HOUSTON CENTER CITY: HOUSTON STATE: TX ZIP: 77010 4 1 doc1.xml FORM 4 X0306 4 2014-11-19 0 0001502012 QR Energy, LP QRE 0001546764 Kinningham Laura 1401 MCKINNEY STREET, SUITE 2400 5 HOUSTON CENTER HOUSTON TX 77010 0 1 0 0 Vice President-Human Resources Common Units 2014-11-19 4 M 0 26895 A 62740 D Common Units 2014-11-19 4 D 0 62740 D 0 D Class B Units 2014-11-19 4 A 0 19553 A 19553 I See Footnote Class B Units 2014-11-19 4 D 0 19553 D 0 I See Footnote Performance Units 2014-11-19 4 M 0 6327 0 D Common Units 6327 0 D Restricted Units 2014-11-19 4 M 0 20568 0 D Common Units 20568 0 D Pursuant to the Agreement and Plan of Merger dated as of July 23, 2014 (the "Merger Agreement"), by and among QR Energy, LP (the "Partnership"), QRE GP, LLC, Breitburn Energy Partners LP ("Breitburn"), Breitburn GP LLC, and Boom Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing as a wholly-owned subsidiary of Breitburn. Pursuant to the Merger Agreement, any performance units granted under the QRE GP, LLC Long-Term Incentive Plan vested immediately prior to the November 19, 2014 closing of the Merger, and were settled in a number of common units determined based on the actual attainment of the applicable performance goal(s) as of two business days prior to the closing. Each resulting common unit was converted at the closing into the right to receive 0.9856 Breitburn common units Pursuant to the Agreement and Plan of Merger dated as of July 23, 2014 (the "Merger Agreement"), by and among QR Energy, LP (the "Partnership"), QRE GP, LLC, Breitburn Energy Partners LP ("Breitburn"), Breitburn GP LLC, and Boom Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing as a wholly-owned subsidiary of Breitburn. Pursuant to the Merger Agreement, any common units of the Partnership that were granted under the QRE GP, LLC Long-Term Incentive Plan and subject to time-based vesting or forfeiture conditions vested upon the November 19, 2014 closing of the Merger and the restrictions with respect thereto lapsed, and each resulting common unit was converted at the closing into the right to receive 0.9856 Breitburn common units Pursuant to the Agreement and Plan of Merger dated as of July 23, 2014 (the "Merger Agreement"), by and among QR Energy, LP (the "Partnership"), QRE GP, LLC, Breitburn Energy Partners LP ("Breitburn"), Breitburn GP LLC, and Boom Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing as a wholly-owned subsidiary of Breitburn. Upon the November 19, 2014 closing of the Merger, each Class B unit of the Partnership was converted into the right to receive 0.9856 Breitburn common units, or in the case of fractional Breitburn units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Breitburn unit multiplied by (ii) the average closing price for a Breitburn unit as reported on the NASDAQ for the ten consecutive full trading days ending at the close of trading on the full trading day immediately preceding Nov. 19, 2014 Pursuant to the previously disclosed Contribution Agreement, dated March 2, 2014, by and among QR Energy, LP (the "Partnership"), QRE GP, LLC (the "General Partner"), QR Holdings (QRE), LLC ("QRH") and QR Energy Holdings, LLC ("QREH"), the General Partner distributed 3,826,393 Class B units to QRH and 2,307,165 Class B units to QREH. Reporting person owns an economic interest in QREH Gregory S. Roden on behalf of Laura Kinningham 2014-11-21