0001213900-23-080069.txt : 20230927 0001213900-23-080069.hdr.sgml : 20230927 20230927214702 ACCESSION NUMBER: 0001213900-23-080069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230925 FILED AS OF DATE: 20230927 DATE AS OF CHANGE: 20230927 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pearson Michael C CENTRAL INDEX KEY: 0001785469 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16335 FILM NUMBER: 231285979 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER STREET 2: SUITE 2800 CITY: TULSA STATE: OK ZIP: 74172 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Magellan Midstream Partners, L.P. CENTRAL INDEX KEY: 0001126975 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 731599053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CENTER, MD 28-1 CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 918 574 7000 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER, MD 28-1 CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN MIDSTREAM PARTNERS, L.P. DATE OF NAME CHANGE: 20190718 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN MIDSTREAM PARTNERS LP DATE OF NAME CHANGE: 20030827 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS ENERGY PARTNERS L P DATE OF NAME CHANGE: 20001024 4 1 ownership.xml X0508 4 2023-09-25 1 0001126975 Magellan Midstream Partners, L.P. MMP 0001785469 Pearson Michael C ONE WILLIAMS CENTER TULSA OK 74172 0 1 0 0 Senior Vice President 0 Common Units 2023-09-25 4 D 0 72788 D 0 D Phantom Units 2023-09-25 4 D 0 26374 D Common Units 26374 0 D Phantom Units 2023-09-25 4 D 0 52750 D Common Units 52750 0 D Pursuant to the Agreement and Plan of Merger, dated as of May 14, 2023 (the "Merger Agreement"), by and among ONEOK, Inc. ("ONEOK"), Otter Merger Sub LLC, and Magellan Midstream Partners, L.P. ("Magellan"), each unit of Magellan (the "Magellan Unit") issued and outstanding immediately prior to the time of the merger became effective (the "Effective Time"), was converted into the right to receive 0.667 shares of ONEOK common stock (the "ONEOK Common Stock"). On September 25, 2023, the closing price of one share of ONEOK common stock was $66.54. Pursuant to the Merger Agreement, each award of phantom units of Magellan ("Magellan Award") based solely on the passage of time that was outstanding at the Effective Time was assumed by ONEOK and converted, on the same terms and conditions of such Magellan Award, into a restricted stock unit award of ONEOK equal to the product obtained by multiplying (x) the number of Magellan Units underlying the Magellan Award by (y) the Equity Exchange Ratio (as defined in the Merger Agreement) and rounded up or down to the nearest whole share of ONEOK Common Stock. Pursuant to the Merger Agreement, each Magellan Award based on performance metrics that was outstanding at the Effective Time was assumed by ONEOK and converted, on the same terms and conditions of such Magellan Award, into a restricted stock unit award of ONEOK equal to the product obtained by multiplying (x) the number of Magellan Units underlying the Magellan Award, assuming achievement of the applicable performance-based vesting condition at the maximum level, by (y) the Equity Exchange Ratio (as defined in the Merger Agreement) and rounded up or down to the nearest whole share of ONEOK Common Stock. By: Richard Carson, Attorney-in fact for Michael C. Pearson 2023-09-27