4//SEC Filing
QR Energy, LP 4
Accession 0001140361-14-043173
CIK 0001502012operating
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 6:55 PM ET
Size
16.7 KB
Accession
0001140361-14-043173
Insider Transaction Report
Form 4
Kinningham Laura
Vice President-Human Resources
Transactions
- Exercise/Conversion
Common Units
2014-11-19+26,895→ 62,740 total - Award
Class B Units
2014-11-19+19,553→ 19,553 total(indirect: See Footnote) - Exercise/Conversion
Restricted Units
2014-11-19−20,568→ 0 total→ Common Units (20,568 underlying) - Disposition to Issuer
Class B Units
2014-11-19−19,553→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Units
2014-11-19−62,740→ 0 total - Exercise/Conversion
Performance Units
2014-11-19−6,327→ 0 total→ Common Units (6,327 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger dated as of July 23, 2014 (the "Merger Agreement"), by and among QR Energy, LP (the "Partnership"), QRE GP, LLC, Breitburn Energy Partners LP ("Breitburn"), Breitburn GP LLC, and Boom Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing as a wholly-owned subsidiary of Breitburn. Pursuant to the Merger Agreement, any performance units granted under the QRE GP, LLC Long-Term Incentive Plan vested immediately prior to the November 19, 2014 closing of the Merger, and were settled in a number of common units determined based on the actual attainment of the applicable performance goal(s) as of two business days prior to the closing. Each resulting common unit was converted at the closing into the right to receive 0.9856 Breitburn common units
- [F2]Pursuant to the Agreement and Plan of Merger dated as of July 23, 2014 (the "Merger Agreement"), by and among QR Energy, LP (the "Partnership"), QRE GP, LLC, Breitburn Energy Partners LP ("Breitburn"), Breitburn GP LLC, and Boom Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing as a wholly-owned subsidiary of Breitburn. Pursuant to the Merger Agreement, any common units of the Partnership that were granted under the QRE GP, LLC Long-Term Incentive Plan and subject to time-based vesting or forfeiture conditions vested upon the November 19, 2014 closing of the Merger and the restrictions with respect thereto lapsed, and each resulting common unit was converted at the closing into the right to receive 0.9856 Breitburn common units
- [F3]Pursuant to the Agreement and Plan of Merger dated as of July 23, 2014 (the "Merger Agreement"), by and among QR Energy, LP (the "Partnership"), QRE GP, LLC, Breitburn Energy Partners LP ("Breitburn"), Breitburn GP LLC, and Boom Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing as a wholly-owned subsidiary of Breitburn. Upon the November 19, 2014 closing of the Merger, each Class B unit of the Partnership was converted into the right to receive 0.9856 Breitburn common units, or in the case of fractional Breitburn units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Breitburn unit multiplied by (ii) the average closing price for a Breitburn unit as reported on the NASDAQ for the ten consecutive full trading days ending at the close of trading on the full trading day immediately preceding Nov. 19, 2014
- [F4]Pursuant to the previously disclosed Contribution Agreement, dated March 2, 2014, by and among QR Energy, LP (the "Partnership"), QRE GP, LLC (the "General Partner"), QR Holdings (QRE), LLC ("QRH") and QR Energy Holdings, LLC ("QREH"), the General Partner distributed 3,826,393 Class B units to QRH and 2,307,165 Class B units to QREH. Reporting person owns an economic interest in QREH
Documents
Issuer
QR Energy, LP
CIK 0001502012
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001502012
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 6:55 PM ET
- Size
- 16.7 KB