0001209191-23-057301.txt : 20231204 0001209191-23-057301.hdr.sgml : 20231204 20231204182703 ACCESSION NUMBER: 0001209191-23-057301 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231204 DATE AS OF CHANGE: 20231204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Norwood Kenneth CENTRAL INDEX KEY: 0001602297 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32225 FILM NUMBER: 231464688 MAIL ADDRESS: STREET 1: 2828 N. HARWOOD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLY ENERGY PARTNERS LP CENTRAL INDEX KEY: 0001283140 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 200833098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2828 N. HARWOOD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-871-3555 MAIL ADDRESS: STREET 1: 2828 N. HARWOOD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-12-01 1 0001283140 HOLLY ENERGY PARTNERS LP HEP 0001602297 Norwood Kenneth 2828 N. HARWOOD SUITE 1300 DALLAS TX 75201 0 1 0 0 VP and Controller 0 Common Units 2023-12-01 4 F 0 2317 20.45 D 79368 D Common Units 2023-12-01 4 A 0 17307 0.00 A 96675 D Common Units 2023-12-01 4 F 0 5599 20.45 D 91076 D Common Units 2023-12-01 4 D 0 91076 D 0 D These Common Units (as defined below) were deemed surrendered to satisfy the Reporting Person's tax liability incident to the vesting of phantom unit grants previously reported. These Common Units (as defined below) were deemed issued to the Reporting Person to settle performance units that were not derivative securities under the Issuer's Long-Term Incentive Plan. These Common Units (as defined below) were deemed surrendered to satisfy the Reporting Person's tax liability incident to the issuance of the units reported on the preceding line. Pursuant to the Agreement and Plan of Merger, dated as of August 15, 2023 (the "Merger Agreement"), by and among the Issuer, HF Sinclair Corporation ("HF Sinclair"), Holly Logistic Services, L.L.C. ("HLS"), HEP Logistics Holdings, L.P., Navajo Pipeline Co., L.P., and Holly Apple Holdings LLC ("Merger Sub"), on December 1, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect, wholly owned subsidiary of HF Sinclair (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding common unit representing a limited partner interest in the Issuer (each, a "Common Unit") held by the Reporting Person converted into the right to receive (i) 0.315 shares of common stock, par value $0.01 per share, of HF Sinclair (the "HF Sinclair Common Stock"), with cash paid in lieu of the issuance of fractional shares, if any, and (ii) $4.00 in cash, without interest (collectively, the "Merger Consideration"). Immediately prior to the Effective Time, each Partnership Performance LTIP Award (as defined in the Merger Agreement) of the Reporting Person (i) granted in 2020 became vested based on actual achievement of the performance criteria applicable to such Partnership Performance LTIP Award measured for the performance period that ended on September 30, 2023 and automatically converted into the right to receive, with respect to each Common Unit subject to the vested Partnership Performance LTIP Award, (a) the Merger Consideration, plus (b) any accrued but unpaid amounts in relation to distribution equivalent rights, and (ii) granted in 2021, 2022, and 2023 converted into a number of restricted stock units of HF Sinclair relating to a number of shares of HF Sinclair Common Stock equal to (a) the target number of Common Units subject to the Partnership Performance LTIP Awards, multiplied by (b) the Equity Award Exchange Ratio (as defined in the Merger Agreement). Immediately prior to the Effective Time, each Partnership Service LTIP Award (as defined in the Merger Agreement) of the Reporting Person automatically converted into the right to receive an award of restricted stock units of a number of restricted stock units of HF Sinclair relating to a number of shares of HF Sinclair Common Stock equal to (x) the number of Common Units subject to or referenced within the corresponding Partnership Service LTIP Award, multiplied by (y) the Equity Award Exchange Ratio (rounded up to the nearest whole share of HF Sinclair Common Stock). The Reporting Person was Vice President and Controller of HLS, the ultimate general partner of the Issuer. Stacey L. Foland Attorney-in-Fact 2023-12-04