Alliance GP, LLC 4
4 · ALLIANCE RESOURCE PARTNERS LP · Filed Jun 4, 2018
Insider Transaction Report
Form 4
Alliance GP, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Unit
2018-05-31−87,188,338→ 0 total
Footnotes (4)
- [F1]Alliance Holdings GP, L.P. ("AHGP"), Alliance Resource Partners, L.P. ("ARLP"), MGP II, LLC ("MGP II") and Alliance GP, LLC ("AGP"), among others, are parties to the Simplification Agreement, dated February 22, 2018 (the "Simplification Agreement").
- [F2]Prior to the completion of the transactions contemplated by the Simplification Agreement, AGP was the general partner of AHGP. Because AHGP wholly owned MGP II and (i) AHGP directly owned 31,088,338 common units representing limited partner interests of ARLP (the "ARLP Common Units") and (ii) MGP II directly owned 56,100,000 ARLP Common Units, AGP reported pecuniary interest in 87,188,338 ARLP Common Units held by AHGP and MGP. AGP expressly disclaimed beneficial ownership of the ARLP Common Units held by AHGP and MGP II except to the extent of its pecuniary interest therein.
- [F3]Pursuant to the Simplification Agreement, AGP is no longer the general partner of AHGP.
- [F4]Pursuant to the Simplification Agreement, all common units representing limited partner interests in AHGP (the "AHGP Common Units") were canceled and converted into the right to receive all of the ARLP Common Units held by AHGP and its subsidiaries. Based on a formula calculated pursuant to the Simplification Agreement, the exchange ratio was 1.478181161 ARLP Common Units for each AHGP Common Unit.