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
Hi-Crush Partners LP [ HCLP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2017 | ||||||||||||||||||||||||||
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 | 02/28/2017 | M(1) | 17,298(2) | A | $5.14 | 18,838 | D | |||
Common Units | 02/28/2017 | S | 4,100(3) | D | $17.6881(4) | 14,738 | D |
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 | ||||||||
Purchase Rights for Units | $5.14 | 02/28/2017 | M(1) | 17,298(2) | 02/28/2017(2) | 02/28/2017(2) | Common Units | 17,298(2) | $0 | 0 | D |
Explanation of Responses: |
1. Exercise of purchase rights for common units exempt under Rule 16b-3. |
2. On December 14, 2015, the reporting person was granted the right to purchase, on February 28, 2017, at $5.14 per common unit, up to the number of common units that are equal to (i) his elected percentage of compensation multiplied by (ii) his actual eligible compensation during the period of the Hi-Crush Partners LP Unit Purchase Program's ("UPP") applicability, divided by (iii) 5.14; provided that such number of common units shall be capped at 20,000 common units. The number of derivative securities acquired and underlying common units reported on his Form 4 filed December 16, 2015, which was 16,643, was based on the application of the foregoing formula using his elected percentage of compensation and amount of eligible compensation at such time. Due to increases in his actual eligible compensation, based on the application of the foregoing formula on the February 28, 2017 purchase date, he had the right to purchase, and did purchase, 17,298 common units. |
3. The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the person on December 9, 2016 and represents the number of common units sold by the reporting person to cover estimated tax withholding obligations in connection with the vesting of the Purchase Rights for Units listed in Table II. |
4. The price reported in Column 4 is a weighted average price. The common units were sold in multiple transactions at prices ranging from $17.45 to $17.90, inclusive. The reporting person undertakes to provide to Hi-Crush Partners LP, any security holder of Hi-Crush Partners LP, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of common units sold at each separate price within the range set forth in this footnote. |
Remarks: |
/s/ William E. Barker by Mark C. Skolos as Attorney-in-Fact | 03/02/2017 | |
** 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. |