SEC Form 4
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*
Lightfoot Capital Partners, LP

(Last) (First) (Middle)
725 FIFTH AVENUE, 19TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Arc Logistics Partners LP [ ARCX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/28/2016 P(1) 27,894 A $14.5(2) 5,242,775 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
Lightfoot Capital Partners, LP

(Last) (First) (Middle)
725 FIFTH AVENUE, 19TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lightfoot Capital Partners GP LLC

(Last) (First) (Middle)
725 FIFTH AVENUE, 19TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Represents the purchase of common units representing limited partner interests in the Issuer ("Common Units") from Vincent T. Cubbage, Chief Executive Officer and Chairman of the Issuer, which was intended to cover Mr. Cubbage's tax liability resulting from the settlement on November 17, 2016 of phantom units subject to performance-based vesting that were awarded to Mr. Cubbage under the Issuer's Long-Term Incentive Plan.
2. Lightfoot Capital Partners, LP ("LCP LP") purchased the Common Units from Mr. Cubbage at a price equal to the closing price of the Issuer's Common Units on November 17, 2016.
3. This Form 4 is filed jointly by LCP LP and Lightfoot Capital Partners GP LLC ("LCP GP"), the general partner of LCP LP. These units are owned directly by LCP LP, a ten percent owner of the Issuer, and indirectly by LCP GP as general partner of LCP LP. LCP GP is a ten percent indirect beneficial owner of the Issuer by virtue of its general partner interest in LCP LP. LCP GP disclaims beneficial ownership of the units owned directly by LCP LP except to the extent of its pecuniary interest therein.
Remarks:
/s/ Steven C. Schnitzer, as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP 12/30/2016
/s/ Steven C. Schnitzer, as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC 12/30/2016
** 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).
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