0001209191-14-060461.txt : 20141001
0001209191-14-060461.hdr.sgml : 20141001
20141001135426
ACCESSION NUMBER: 0001209191-14-060461
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141001
FILED AS OF DATE: 20141001
DATE AS OF CHANGE: 20141001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oiltanking Partners, L.P.
CENTRAL INDEX KEY: 0001516007
STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610]
IRS NUMBER: 450684578
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 2400
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 281-457-7900
MAIL ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 2400
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Oiltanking GmbH
CENTRAL INDEX KEY: 0001524131
STATE OF INCORPORATION: 2M
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35230
FILM NUMBER: 141132492
BUSINESS ADDRESS:
STREET 1: ADMIRALITATSTRABE 55
CITY: HAMBURG
STATE: 2M
ZIP: 50459
BUSINESS PHONE: 281-457-7900
MAIL ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 2400
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Oiltanking Holding Americas, Inc.
CENTRAL INDEX KEY: 0001523536
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35230
FILM NUMBER: 141132493
BUSINESS ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 2400
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 281-457-7900
MAIL ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 2400
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marquard & Bahls AG
CENTRAL INDEX KEY: 0001524341
STATE OF INCORPORATION: 2M
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35230
FILM NUMBER: 141132494
BUSINESS ADDRESS:
STREET 1: ADMIRALITATSTRABE 55
CITY: HAMBURG
STATE: 2M
ZIP: 20459
BUSINESS PHONE: 281-457-7900
MAIL ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 2400
CITY: HOUSTON
STATE: TX
ZIP: 77002
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-10-01
1
0001516007
Oiltanking Partners, L.P.
OILT
0001523536
Oiltanking Holding Americas, Inc.
333 CLAY STREET, SUITE 2400
HOUSTON
TX
77002
0
0
0
1
Former 10% owner
0001524131
Oiltanking GmbH
333 CLAY STREET, SUITE 2400
HOUSTON
TX
77002
0
0
0
1
Former 10% owner
0001524341
Marquard & Bahls AG
333 CLAY STREET, SUITE 2400
HOUSTON
TX
0
0
0
1
Former 10% owner
Common Units
2014-10-01
4
S
0
7162064
D
0
D
Common Units
2014-10-01
4
S
0
8737738
D
0
I
See footnote
Subordinated Units
2014-10-01
4
S
0
20915684
A
Common Units
0
0
D
Subordinated Units
2014-10-01
4
S
0
17984118
A
Common Units
0
0
I
See footnote
This Form 4 is jointly filed by Oiltanking Holding Americas, Inc. ("OTA"), Oiltanking GmbH ("GmbH") and Marquard & Bahls AG ("M&B"). OTA is a wholly owned subsidiary of GmbH, which is a wholly owned subsidiary of M&B. GmbH may be deemed to share beneficial ownership of OTA's interest in Oiltanking Partners, L.P., a Delaware limited partnership (the "Issuer), through its ability to control OTA. M&B may be deemed to share beneficial ownership of OTA's interest in the Issuer through its ability to control GmbH. Prior to the Transaction described in Footnote 3, OTA held 7,162,064 Common Units and 20,915,684 Subordinated Units and OTB Holdco, LLC ("OTB Holdco"), a wholly owned subsidiary of OTA, held 8,737,738 Common Units and 17,984,118 Subordinated Units. OTA may be deemed to share beneficial ownership in OTB Holdco's interest in the Issuer through its ability to control OTB Holdco.
The amount of securities beneficially owned prior to the reported transaction has been adjusted to reflect a two-for-one split of the Common and Subordinated Units of the Issuer that became effective on July 14, 2014.
On October 1, 2014, Enterprise Products Partners, L.P., a Delaware limited partnership ("Enterprise") acquired all of the issued and outstanding interest in OTLP GP, LLC, a Delaware limited liability company and the general partner of the Issuer, and all of the Common Units and Subordinated Units of the Issuer held by OTA and OTB Holdco in exchange for $2.21 billion of cash and the issuance of 54,807,352 common units representing limited partner interests in Enterprise, pursuant to a Contribution and Purchase Agreement, dated as of October 1, 2014, by and among Enterprise, OTA and OTB Holdco.
The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the Subordination Period.
The reporting persons' status as an insider terminated on October 1, 2014.
/s/ Kenneth F. Owen, President and CEO of Oiltanking Holding Americas, Inc.
2014-10-01
/s/ Claus-Georg Nette, authorized signatory of Oiltanking GmbH
2014-10-01
/s/ Claus-Georg Nette, authorized signatory of Marquard & Bahls AG.
2014-10-01