4//SEC Filing
PARK AVENUE TRANSPORTATION INC 4
Accession 0001445078-09-000011
CIK 0001178575other
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 4:51 PM ET
Size
9.5 KB
Accession
0001445078-09-000011
Insider Transaction Report
Form 4
PARK AVENUE TRANSPORTATION INC
10% Owner
Transactions
- Exercise/Conversion
Common Units representing limited partner interests
2009-02-16+2,082,500→ 4,165,000 total(indirect: See note)
Holdings
- 43,912
Common Units representing limited partner interests
FRIEDMAN BRIAN P
Director10% Owner
Transactions
- Exercise/Conversion
Common Units representing limited partner interests
2009-02-16+2,082,500→ 4,165,000 total(indirect: See note)
Holdings
- 43,912
Common Units representing limited partner interests
Footnotes (3)
- [F1]In connection with its initial public offering in January 2004, K-Sea Transportation Partners L.P. (the "Issuer") issued an aggregate of 4,165,000 subordinated units representing limited partner interests ("Subordinated Units") in the Issuer as follows: 2,983,182 Subordinated Units to EW Transportation LLC, a Delaware limited liability company ("EWT LLC"), 727,273 Subordinated Units to EW Holding Corp., a Delaware corporation ("EWH Corp.") and wholly owned subsidiary of EWT LLC, and 454,545 Subordinated Units to EW Transportation Corp., a Delaware corporation ("EWT Corp.") and wholly owned subsidiary of EWH Corp. The subordination period ended on February 16, 2009 once the Issuer met the financial tests in its Third Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement").
- [F2]When the subordination period ended, all Subordinated Units converted into common units representing limited partner interests ("Common Units") of the Issuer on a one-for-one basis. On each of February 14, 2007 and February 14, 2008, 25% of the outstanding Subordinated Units (or 1,041,250 Subordinated Units) converted into Common Units of the Issuer upon the achievement of certain financial tests described in the Partnership Agreement. On February 16, 2009, the remaining Subordinated Units (or 2,082,500 Subordinated Units) converted into Common Units of the Issuer upon the achievement of these financial tests, and the subordination period ended.
- [F3]EWT LLC is owned by individual investors, including certain of the Issuer's directors and executive officers, and by KSP Investors A L.P. (57.6% economic interest), KSP Investors B L.P. (19.8% economic interest) and KSP Investors C L.P. (12.6% economic interest) (each, a "KSP Entity"). Mr. Friedman also owns 51% of Park Avenue Transportation Inc. ("PAT"), which is the general partner of each KSP Entity. Mr. Friedman and PAT may be deemed to beneficially own the securities owned by EWT LLC and its subsidiaries. Mr. Friedman and PAT disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein.
Documents
Issuer
K-SEA TRANSPORTATION PARTNERS LP
CIK 0001178575
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001275757
Filing Metadata
- Form type
- 4
- Filed
- Mar 18, 8:00 PM ET
- Accepted
- Mar 19, 4:51 PM ET
- Size
- 9.5 KB