4/A//SEC Filing
WOLF DONALD D 4/A
Accession 0001140361-11-048488
CIK 0001502012other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 7:40 PM ET
Size
12.7 KB
Accession
0001140361-11-048488
Insider Transaction Report
Form 4/AAmended
NEUGEBAUER TOBY R
Director10% Owner
Transactions
- Other
Class C Convertible Preferred Units
2011-10-03+16,666,667→ 16,666,667 total(indirect: See Footnote)Exercise: $21.00→ Common Units (16,666,667 underlying)
Campbell John H Jr
Director* See General Remarks10% Owner
Transactions
- Other
Class C Convertible Preferred Units
2011-10-03+16,666,667→ 16,666,667 total(indirect: See Footnote)Exercise: $21.00→ Common Units (16,666,667 underlying)
Smith Alan L
Director* See General Remarks10% Owner
Transactions
- Other
Class C Convertible Preferred Units
2011-10-03+16,666,667→ 16,666,667 total(indirect: See Footnote)Exercise: $21.00→ Common Units (16,666,667 underlying)
WOLF DONALD D
Director10% Owner
Transactions
- Other
Class C Convertible Preferred Units
2011-10-03+16,666,667→ 16,666,667 total(indirect: See Footnote)Exercise: $21.00→ Common Units (16,666,667 underlying)
VANLOH S WIL JR
Director10% Owner
Transactions
- Other
Class C Convertible Preferred Units
2011-10-03+16,666,667→ 16,666,667 total(indirect: See Footnote)Exercise: $21.00→ Common Units (16,666,667 underlying)
Footnotes (3)
- [F1]The Class C Convertible Preferred Units will receive a quarterly cash distribution equal to a 4.0% annual coupon on the par value of $21 for the first three years following the date of issuance of the Class C Convertible Preferred Units. After three years, the quarterly cash distribution will be equal to the greater of (a) $0.475 per unit or (b) the cash distribution payable on each Common Unit for such quarter. Holders may convert the Class C Convertible Preferred Units to Common Units on a 1-to-1 basis during the first two years after the issuance date following 30 consecutive trading days during which the volume-weighted average price for Common Units equals or exceeds $27.30 per Common Unit. In addition, holders may convert the Class C Convertible Preferred Units to Common Units on a 1-to-1 basis anytime after two years from the issuance date.
- [F2]The Reporting Person serves on the board of directors of, and holds an indirect interest in, QA Global GP, LLC, which is the general partner of QA Holdings, LP, which is the sole member of QA GP, LLC, which is the general partner of The Quantum Aspect Partnership, LP, which is the general partner of each of the Fund Entities. The Reporting Person disclaims beneficial ownership of the Class C Convertible Preferred Units owned by the Fund Entities in excess of his pecuniary interest in the Class C Convertible Preferred Units. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Class C Convertible Preferred Units for purposes of Section 16 or for any other purpose.
- [F3]In connection with that certain Purchase and Sale Agreement dated September 12, 2011, by and between Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC (collectively, the "Fund Entities"), QRE Operating, LLC ("Purchaser") and QR Energy, LP ("Partnership"), the Fund Entities contributed certain oil and natural gas properties to the Purchaser in exchange for (i) the assumption and pay down of $227 Million of the Fund Entities' debt and (ii) a Unit consideration consisting of 16,666,667 Class C Convertible Preferred Units.
Documents
Issuer
QR Energy, LP
CIK 0001502012
Entity typeother
Related Parties
1- filerCIK 0001227704
Filing Metadata
- Form type
- 4/A
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 7:40 PM ET
- Size
- 12.7 KB