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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Units | (1) | 12/08/2017 | A | 19,143 | (1) | (1) | Common Units | 19,143 | $ 0 | 54,954 (2) | D | ||||
Phantom Units | (3) | 12/08/2017 | A | 12,762 | (3) | (3) | Common Units | 12,762 | $ 0 | 67,716 (2) | D | ||||
Phantom Units | (4) | 12/08/2017 | A | 14,286 | (4) | (4) | Common Units | 14,286 | $ 0 | 82,002 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Barker William E THREE RIVERWAY SUITE 1350 HOUSTON, TX 77056 |
Principal Strategy Officer |
/s/ William E. Barker by Mark C. Skolos as Attorney-in-Fact | 12/12/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person is a participant in the Partnership's First Amended and Restated Long-Term Incentive Plan and received 19,143 phantom units on December 8, 2017. The phantom units vest as follows: if the Partnership's performance on average for each calendar quarter for the three-year period ending December 31, 2019 compared to the performance of entities in a designated peer group is (a) at the 75th percentile or above, 200% of the phantom units will vest, (b) at the 50th percentile, 100% of the units will vest, (c) at the 25th percentile, 50% of the units will vest, or (d) below the 25th percentile, 0% of the units will vest. The number of phantom units that will vest between applicable percentiles will be determined by straight-line interpolation. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights. The phantom units expire upon settlement. |
(2) | Includes all phantom units beneficially owned by the reporting person following this reported transaction, including previously reported phantom units with varying vesting terms. |
(3) | The reporting person received 12,762 phantom units on December 8, 2017. If the reporting person remains employed on December 8, 2019, 50% of the phantom units will vest at the end of such two-year vesting period, and if the reporting person remains employed on December 8, 2020, the remaining 50% of the phantom units will vest at the end of such three-year vesting period. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights. The phantom units expire upon settlement. |
(4) | The reporting person received a one-time award of time-based vesting value of 14,286 phantom units on December 8, 2017, in addition to the annual long-term value granted (as discussed above in footnote 3). If the reporting person remains employed on December 8, 2019, 50% of the phantom units will vest at the end of such two-year vesting period, and if the reporting person remains employed on December 8, 2020, the remaining 50% of the phantom units will vest at the end of such three-year vesting period. Each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership, along with tandem distribution equivalent rights. The phantom units expire upon settlement. |