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