4//SEC Filing
GINNS JONATHAN J 4
Accession 0001123292-12-000977
CIK 0001533454other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 5:26 PM ET
Size
9.0 KB
Accession
0001123292-12-000977
Insider Transaction Report
Form 4
GINNS JONATHAN J
Director
Transactions
- Exercise/Conversion
PIK Units
2012-11-09−18,383,000→ 0 total(indirect: See footnotes)→ Common Units (18,383,000 underlying) - Exercise/Conversion
Common Units
2012-11-09+18,383,000→ 73,227,500 total(indirect: See footnotes)
Footnotes (4)
- [F1]Effective November 8, 2012, the Issuer entered into a supplemental indenture to the indenture governing the Issuer's 10.5% senior secured notes, which eliminated most of the restrictive covenants and certain default provisions applicable to the notes. As a result, on November 9, 2012, pursuant to the Issuer's limited partnership agreement, each PIK unit of the Issuer automatically converted into one newly issued common unit.
- [F2]The securities reported in this statement are held by Northern Tier Holdings LLC ("Holdings"). Northern Tier Investors, LLC ("Investors LLC") is the sole owner of the common interests in Holdings. The sole member of Investors LLC is Northern Tier Investors LP ("Investors LP"). The general partner of Investors LP is NTI GenPar LLC. ACON Refining Partners, L.L.C. ("Refining") owns 48.75% of the Class A common units in Investors LP and 50% of the limited liability company interests in NTI GenPar LLC. AIP V GenPar, L.L.C. ("GenPar") is the managing member of Refining. ACON Funds Management, L.L.C. ("Management") is the managing member of GenPar. Mr. Ginns is a managing member and equity holder of Management. Mr. Ginns disclaims beneficial ownership of the securities reported herein.
- [F3]cont'd: Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Ginns is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities covered by this statement.
- [F4]The PIK Units were automatically convertible into Common Units following the earlier of December 1, 2017 or the date on which the Issuer redeems, repurchases, defeases or retires all of its senior secured notes, or amends the indenture governing the senior secured notes in a manner that results in the indenture being unable to restrict the Issuer's ability to pay cash distributions on its outstanding units.
Documents
Issuer
Northern Tier Energy LP
CIK 0001533454
Entity typeother
Related Parties
1- filerCIK 0001162242
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 5:26 PM ET
- Size
- 9.0 KB