4//SEC Filing
MILLER JEFFREY M 4
Accession 0001019056-09-000006
CIK 0001299716other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 5:06 PM ET
Size
14.5 KB
Accession
0001019056-09-000006
Insider Transaction Report
Form 4
MILLER JEFFREY M
Vice President-Chartering
Transactions
- Sale
Common units representing limited partner interests
2008-12-02$0.30/sh−1,000$300→ 8,150 total - Sale
Common units representing limited partner units
2008-12-31$0.12/sh−5,150$618→ 0 total - Sale
Common units representing limited partner units
2008-12-02$0.34/sh−932$317→ 7,218 total - Sale
Common units representing limited partner units
2008-12-03$0.22/sh−2,068$455→ 5,150 total
Holdings
- 0(indirect: See footnotes)
General partner interest
- 0(indirect: See footnotes)
Subordinated units
- 0(indirect: See footnotes)
Incentive distribution rights
Footnotes (4)
- [F1]United States Shipping Master LLC ("Shipping Master") owned a 98% limited interest in the Issuer. At the closing of the Issuer's initial public offering of common units ("Common Units") representing limited partner interests (the "Offering") on November 3, 2004, Shipping Master's 98% limited partner interest was redeemed for $1,960.
- [F2]At the Closing of the Offering, each of Shipping Master and Shipping GP agreed to convey certain assets and liabilities to the Issuer and in exchange therefor (a) Shipping Master received 899,968 Common Units, 5,272,341 Class A subordinated units and 1,627,627 class B subordinated units of the Issuer and (b) Shipping GP continued its 2% general partner interest and received incentive distribution rights ("IDRs"), which represent the right to receive an increasing percentage of quarterly distributions in excess of specified amounts. Shipping Master is the indirect beneficial owner of the general partner interest in the Issuer and the IDRs owned by Shipping GP.
- [F3]Under Shipping Master's llc agreement, Mr. Miller owns a (a) 4.35% pecuniary interest in the common units directly owned by Shipping Master and the GP interest and IDRs indirectly owned by Shipping Master, and (b) 18.45% pecuniary interest in the class B subordinated units directly owned by Shipping Master. He will have the right to receive 1.5% of the distributions received by Shipping GP attributable to (i) the IDRs and (ii) that portion of its 2% GP interest attributable to distributions on the common units and subordinated units in excess of the minimum quarterly distribution. He will only receive these amounts on conversion of class A subordinated units into common, but upon such conversion he will also be entitled to receive a "catch up" payment equal to the cumulative amount he would have received if such payments had commenced at closing of the Offering. He will receive a pro rata share of such amounts if less than all class A units convert.
- [F4]Shipping Master owns 100% of US Shipping General Partner LLC ("Shipping GP), the sole general partner of the Issuer. Shipping GP owns a 2% general partner interest in the Issuer.
Documents
Issuer
U.S. Shipping Partners L.P.
CIK 0001299716
Entity typeother
Related Parties
1- filerCIK 0001065098
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 5:06 PM ET
- Size
- 14.5 KB