0001104659-24-056691.txt : 20240503 0001104659-24-056691.hdr.sgml : 20240503 20240503083639 ACCESSION NUMBER: 0001104659-24-056691 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240503 FILED AS OF DATE: 20240503 DATE AS OF CHANGE: 20240503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Mary Rose CENTRAL INDEX KEY: 0001456896 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16417 FILM NUMBER: 24910921 MAIL ADDRESS: STREET 1: 19003 IH-10 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78257 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NuStar Energy L.P. CENTRAL INDEX KEY: 0001110805 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 742956831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19003 IH-10 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78257 BUSINESS PHONE: (210) 918-2000 MAIL ADDRESS: STREET 1: 19003 IH-10 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78257 FORMER COMPANY: FORMER CONFORMED NAME: VALERO L P DATE OF NAME CHANGE: 20020110 FORMER COMPANY: FORMER CONFORMED NAME: SHAMROCK LOGISTICS LP DATE OF NAME CHANGE: 20000331 4 1 tm2412577-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-05-03 1 0001110805 NuStar Energy L.P. NS 0001456896 Brown Mary Rose 19003 IH-10 WEST SAN ANTONIO TX 78257 0 1 0 0 EVP & CAO 0 Common Units 2024-05-03 4 D 0 360841 0 D 0 D Represents units (including in respect of units underlying the NuStar Restricted Unit Awards (as defined in the Agreement and Plan of Merger (the "Merger Agreement") by and among NuStar Energy L.P., Sunoco LP, Saturn Merger Sub, LLC, Riverwalk Logistics, L.P., NuStar GP, LLC and Sunoco GP LLC, dated as of January 22, 2024)) disposed in connection with the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), (a) each NuStar common unit that was outstanding immediately prior to the Effective Time converted into the right to receive 0.400 units (the Exchange Ratio) of Sunoco LP common units and, if applicable, cash in lieu of fractional units and (b) each NuStar Restricted Unit Award that was outstanding immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive (i) a number of Sunoco LP common units equal to the product of (A) the number of NuStar common units subject to such NuStar Restricted Unit Award immediately prior to the Effective Time, multiplied by (B) 0.400 and (ii) a cash payment equal to the product of (A) the number of NuStar common units subject to such NuStar Restricted Unit Award immediately prior to the Effective Time multiplied by (B) $0.212 (the per-unit amount of the Special Distribution). /s/ Steve Gilbert, as Attorney-in-Fact for Mary Rose Brown 2024-05-03