| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sprague Resources LP [ SRLP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common units representing limited partner interests | 10/31/2021 | J(1)(2) | 1,375,000(1)(2) | A(1)(2) | (1)(2) | 19,548,849(1)(2) | I | See Footnotes(1)(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On October 31, 2021, Hartree Bulk Storage, LLC ("Hartree Bulk Storage") ceased to be managed by HP Bulk Storage Manager, LLC ("HP Bulk Storage Manager") and became managed by HBS Acquisition Co, LLC ("HBS Acquisition Co"), Hartree Bulk Storage's sole economic member (the "Bulk Storage Management Change"). HBS Acquisition Co is managed by its sole member, Hartree Bulk Storage Holdings, LLC ("HBS Holdings"), which is managed by its sole member, Hartree Natural Gas Storage Holdings, LLC ("Hartree Natural Gas Holdings"), which is managed by its sole member, Hartree Partners, LP ("Hartree LP"). Hartree Partners GP, LLC ("Hartree GP") is the general partner of Hartree LP. As a result, as of October 31, 2021, HBS Acquisition Co, HBS Holdings, Hartree Natural Gas Holdings, Hartree LP and Hartree GP may each be deemed to beneficially own the 1,375,000 common units ("Common Units") representing limited partner interests of the Issuer held by Hartree Bulk Storage. |
| 2. (continued from footnote 1) Following the Bulk Storage Management Change, HP Bulk Storage Manager ceased to beneficially own any Common Units. Hartree Bulk Storage remains the direct holder of the 1,375,000 Common Units that it held prior to the Bulk Storage Management Change. Sprague HP Holdings, LLC ("Sprague HP Holdings" and, together with Hartree Bulk Storage, the "Hartree Direct Holders"), a direct wholly owned subsidiary of Hartree LP, remains the direct holder of 18,173,849 Common Units. Hartree LP and Hartree GP may each be deemed to beneficially own 19,548,849 Common Units, representing the total number of Common Units held by Hartree Bulk Storage and Sprague HP Holdings. |
| 3. Each of the Reporting Persons may be deemed to be a member of a "group" for purposes of Section 13(d) of The Securities Exchange Act of 1934. Each of the Reporting Persons (other than the Hartree Direct Holders, to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Hartree Direct Holders, as applicable, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Hartree Direct Holders to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| Remarks: |
| Sprague HP Holdings, LLC has the right to appoint all of the directors of the Board of Directors of Sprague Resources GP LLC, the general partner of the Issuer. Therefore, each of Sprague HP Holdings, LLC, Hartree Partners, LP and Hartree Partners GP, LLC may be deemed a director by deputization. Hartree Bulk Storage, LLC, HBS Acquisition Co, HBS Holdings and Hartree Natural Gas Holdings may each be deemed a member of a 10% owner group. |
| SPRAGUE HP HOLDINGS, LLC, By: HARTREE PARTNERS, LP, its sole member, By: HARTREE PARTNERS GP, LLC, its general partner, /s/ Stephen M. Hendel, Stephen M. Hendel, Authorized Signatory | 11/19/2021 | |
| HARTREE BULK STORAGE, LLC, By: HBS ACQUISITION CO, LLC, its sole member, By: HARTREE BULK STORAGE HOLDINGS, LLC, its sole member, By: HARTREE NATURAL GAS STORAGE HOLDINGS, LLC, its sole member, By: HARTREE PARTNERS, LP, its sole member, By: HARTREE PARTNE | 11/19/2021 | |
| HARTREE PARTNERS, LP, By: HARTREE PARTNERS GP, LLC, its general partner, /s/ Stephen M. Hendel, Stephen M. Hendel, Authorized Signatory | 11/19/2021 | |
| HARTREE PARTNERS GP, LLC, /s/ Stephen M. Hendel, Stephen M. Hendel, Authorized Signatory | 11/19/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||