SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Green Plains Partners LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

393221106

(CUSIP Number)

Michelle S. Mapes

Green Plains Inc.

1811 Aksarben Drive

Omaha, NE 68106

(402) 884-8700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 3, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes

CUSIP No. 393221106 13D Page 1 of 4 pages

1	Names of Reporting Persons Green Plains Inc.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
6	Citizenship or Place of Organization Iowa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 11,586,548
	8	Shared Voting Power 0
	9	Sole Dispositive Power 11,586,548
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,586,548
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 49.8%
14	Type of Reporting Person CO

CUSIP No. 393221106 13D Page 2 of 4 pages

Explanatory Note

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on July 9, 2015 (as amended to date, the “Schedule 13D”) relating to the common units representing limited partner interests (the “Common Units”) in Green Plains Partners LP, a Delaware limited partnership (the “Issuer” or the “Partnership”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is filed by Green Plains Inc. (“Green Plains” or the “Reporting Person”). The principal business address of the Reporting Person and each of the Covered Individuals (as defined below) is 1811 Aksarben Drive, Omaha, Nebraska 68106.

Green Plains is a publicly traded Iowa corporation. The name, present principal occupation and citizenship of each director and executive officer of Green Plains (the “Green Plains Covered Individuals”) are set forth on Exhibit A to this Schedule 13D, which is incorporated herein by reference. Unless otherwise indicated, the present principal occupation of each person is with Green Plains.

The principal business of the Reporting Person is the production, marketing and distribution of ethanol, distillers grains and corn oil with its business operations and the investment in interests in the Partnership.

In the past five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any Covered Individual has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that has resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On May 3, 2023, Green Plains submitted a non-binding proposal to the Issuer to acquire all of the outstanding Common Units in the Issuer not already owned by Green Plains and its affiliates pursuant to a stock-for-unit exchange that would result in the Issuer becoming a direct, wholly owned subsidiary of Green Plains (the “Transaction”). Green Plains proposes to effect the Transaction at a fixed exchange ratio of 0.3913 Green Plains shares for each outstanding publicly held Common Unit, which represents a value of $13.08 per Common Unit as of May 3, 2023. The Reporting Person can provide no assurances that a definitive agreement relating to the Transaction, or any other proposal by or transaction with Green Plains, will be entered into with the Issuer.

CUSIP No. 393221106 13D Page 3 of 4 pages

Item 5. Interest in Securities of the Issuer.

(a) – (b)

• Amount beneficially owned: 11,586,548 Common Units

• Percent of Class: 49.8%

• Number of Common Units the Reporting Person has:

o Sole power to vote or direct the vote: 11,586,548

o Shared power to vote: 0

o Sole power to dispose or direct the disposition of: 11,586,548

o Shared power to dispose or direct the disposition of: 0

The above percentage is based on 23,246,822 Common Units outstanding as of April 28, 2023.

(c) Except as described in Item 4, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Common Units.

(d) None.

(e) Not applicable.

Item 7. Materials to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following exhibits:

EXHIBIT A  Directors, Managers and Executive Officers of Green Plains 

EXHIBIT F   Green Plains Inc. Proposal

CUSIP No. 393221106 13D Page 4 of 4 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 3, 2023

Green Plains Inc.
By:	/s/ Michelle S. Mapes
Name:	Michelle S. Mapes
Title:	Chief Legal and Administration Officer and Corporate Secretary

EX-99.A

Exhibit A

Directors and Executive Officers of Green Plains Inc.

Name	Principal Occupation	Citizenship	Common Units Beneficially Owned		Percentage of Class Owned
Wayne Hoovestol	Chairman of the Board of Directors	United States		66,376		0.3	%
Jim Anderson	Chief Executive Officer, Moly-Cop	United States		5,000		*
Farha Aslam	Managing Partner, Crescent House Capital	United States		–		–
Ejnar Knudsen	Founder and Chief Executive Officer, AGR Partners	United States		–		–
Brian Peterson	President and Chief Executive Officer, Whiskey Creek Enterprises	United States		6,600		*
Martin Salinas Jr.	Former Chief Financial Officer Energy Transfer Partners, LP	United States		28,209		0.1	%
Alain Treuer	Co-Founder, VBV LLC	Switzerland		–		–
Kimberly Wagner	Founder, TBGD Partners	United States		–		–
Todd Becker	President and Chief Executive Officer and Director	United States		2,856		*
James Stark	Chief Financial Officer	United States		–		–
James Herbert II	Chief Human Resources Officer	United States		–		–
Grant Kadavy	EVP Commercial Operations	United States		–		–
Paul Kolomaya	Chief Accounting Officer	United States		1,500		*
Michelle Mapes	Chief Legal and Administration Officer and Corporate Secretary	United States		14,242		*
Chris Osowski	EVP Operations and Technology	United States		–		–
G. Patrich Simpkins Jr.	Chief Transformation Officer	United States		5,000		*
Leslie van der Meulen	EVP Product Marketing and Innovation	United States		–		–

* Less than 0.1%

EX-99.F

Exhibit F

May 3, 2023

Board of Directors of Green Plains Holdings LLC

1811 Aksarben Drive

Omaha, Nebraska 68106

Re: Proposal to Acquire All Outstanding Publicly Held Common Units Representing Limited Partner Interests in Green Plains Partners LP

Dear Members of the Board of Directors:

On behalf of Green Plains Inc. (“GPRE,” or “us”), I am pleased to submit to you this non-binding, preliminary proposal for GPRE to acquire all of the outstanding common units representing limited partner interests (“GPP common units”) in Green Plains Partners LP (“GPP”) not already owned by GPRE and its affiliates pursuant to a stock-for-unit exchange that would result in GPP becoming a direct, wholly owned subsidiary of GPRE (the “Transaction”). GPRE proposes to effect the Transaction at a fixed exchange ratio of 0.3913 shares of GPRE common stock for each outstanding publicly held GPP common unit, which represents a value of $13.08 per GPP common unit based on the closing price of GPRE common stock and GPP common units as of May 3, 2023.

GPRE strongly believes that this proposal fully reflects the long-term value proposition of GPP and that a combination of our companies is in the best interests of all stakeholders for the following reasons, among others:

1. Simplified Structure and Cost Savings. The Transaction is expected to simplify GPRE’s corporate structure and governance, generate near-term earnings and cash flow accretion, reduce SG&A expense associated with operating GPP as a separate, standalone public company, and align strategic interests between GPP’s unitholders and GPRE’s stockholders by creating a single, unified public company with full ownership and control of GPRE’s total platform, including terminal operations.

2. Challenged MLP Market. The market for master limited partnerships (“MLPs”) has experienced substantial transition since GPP’s initial public offering. MLPs across all sectors, and particularly MLPs with a smaller market capitalization, continue to struggle to attract new public investors and have limited access to liquidity through debt and equity capital markets.

3. Diversified Investment and Improved Trading Liquidity. The Transaction will offer GPP unitholders the ability to retain an investment in a larger, more diversified company, with greater trading liquidity and access to capital.

4. Enhanced Governance Rights. GPP’s unitholders are expected to benefit from enhanced governance rights through participation in a traditional C-Corp governance structure.

This proposal has the strong support of GPRE’s board of directors, which has authorized us to deliver this proposal and to negotiate the terms and conditions of the Transaction with you. We anticipate that you will delegate to the conflicts committee of the board of directors of GPP’s general partner (the “Conflicts Committee”) the authority to evaluate this proposal and the terms of the Transaction. In anticipation of that delegation, we wish to advise you that we are interested in acquiring only the GPP common units and are not interested in selling any of our equity interests in GPP or pursuing other strategic opportunities involving GPP.

We would appreciate the opportunity to present this proposal, as well as certain related financial and other information, in more detail to the Conflicts Committee and its advisors once they have been engaged. GPRE is prepared to commit management and external advisors to move forward with a Transaction on an expedited basis.

This proposal is non-binding, does not constitute an offer subject to binding acceptance, constitutes only a statement of intentions and does not contain all matters upon which a definitive agreement must be reached for the Transaction to be consummated. No agreement, arrangement or understanding between the parties with respect to this proposal or any other transaction shall be created until such time as a mutually satisfactory definitive agreement for the Transaction is executed. GPRE reserves the right to withdraw this proposal at any time, for any reason, at GPRE’s sole discretion.

We expect to make appropriate amendments to GPRE’s Schedule 13D, as required under applicable securities laws, disclosing this proposal promptly upon delivery.

We look forward to working with the Conflicts Committee and its advisors toward a mutually beneficial Transaction.

Sincerely,

Todd A. Becker

President and Chief Executive Officer