UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): January 49, 2024

_______________________________

GREEN PLAINS PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware		001-37469		47-3822258
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

_______________________________

1811 Aksarben Drive Omaha, Nebraska 68106 (Address of principal executive offices) (Zip code)


Delaware	001-37469	47-3822258
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~Registrant’s~~1811 ~~telephone~~Aksarben ~~number, including area code:~~Drive

Omaha, Nebraska 68106

(Address of Principal Executive Offices) (Zip Code)

(402) 884-8700

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see~~Registrant's ~~General~~telephone ~~Instruction~~number, ~~A.2.~~including ~~below~~area code):

☐(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading ~~symbol~~Symbol(s) Name of each exchange on which registered Common Units, Representing Limited ~~Partnership~~Partner Interests GPP The Nasdaq Stock Market LLC

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

As previously announced, on September 16, 2023, Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), Green Plains Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Green Plains Inc., an Iowa corporation (“GPRE”), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (“Holdings”) and GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub ~~will~~agreed to merge with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of GPRE (the “Merger”).

AsOn ~~previously~~January ~~disclosed~~9, 2024, the ~~approval~~parties ofto the Merger Agreement ~~and~~completed the Merger. ~~required~~Pursuant to the ~~affirmative~~Merger ~~vote~~Agreement, orat ~~written~~the ~~consent~~effective time of the ~~holders~~Merger of(the “Effective Time”), each outstanding common unit representing a ~~majority~~limited ofpartner interest in the Partnership’s ~~outstanding~~(each, ~~common~~a ~~units~~“GPP Common Unit”) other than GPP Common Units owned by GPRE, the General Partner and their respective affiliates (each, a “GPP Public Common Unit” and the holders of such units, the “GPP Unaffiliated Unitholders”). Inwas ~~connection~~converted ~~with~~into the ~~execution~~right ofto receive, subject to adjustment as described in the Merger Agreement, ~~GPP~~(i) 0.405 shares of common stock, par value $0.001 per share, of GPRE (the “GPRE Common Stock” and ~~certain~~the ~~holders~~shares of ~~GPP~~GPRE Common ~~Units~~Stock (issued in the Merger, the “~~Support~~Stock ~~Parties~~Consideration”) ~~entered~~and ~~into~~(ii) aan ~~Support~~amount of cash equal to $2.50 (as calculated in accordance with the Merger Agreement, ~~dated~~and astogether ofwith ~~September 16~~the Stock Consideration, ~~2023~~the “Merger Consideration”). In addition, at the Effective Time, each of the outstanding awards relating to a GPP Common Unit issued under a Partnership Long-Term Incentive Plan (as defined in the ~~“Support~~Merger Agreement”) became fully vested and was automatically canceled and converted into the right to receive, ~~pursuant~~with respect to each GPP Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the incentive distribution rights representing limited partner interests in the Partnership, which were automatically canceled immediately prior to the ~~Support~~Effective ~~Parties~~Time ~~irrevocably~~for no consideration in accordance with the First Amended and ~~unconditionally~~Restated ~~agreed~~Agreement toof ~~deliver~~Limited aPartnership ~~written~~of ~~consent~~the Partnership, ~~covering~~dated ~~all~~as of July 1, 2015 (as amended), the ~~GPP~~limited ~~Common~~partner ~~Units~~interests ~~beneficially~~in the Partnership owned by ~~each~~GPRE, ~~such~~the ~~Support~~General ~~Party,~~Partner ~~approving~~and their respective affiliates prior to the ~~Merger~~Effective ~~Agreement~~Time ~~and~~remained outstanding as limited partner interests in the ~~transactions~~surviving ~~contemplated~~entity. ~~thereby,~~The ~~including~~economic general partner interest in the ~~Merger~~Partnership remained outstanding as a general partner interest in the surviving entity immediately following the Effective Time, and ~~any~~the ~~other~~General ~~matters~~Partner ~~necessary~~continued ~~for~~as the ~~consummation~~sole general partner of the ~~transactions~~surviving ~~contemplated~~entity. byThe Merger became effective upon the ~~Merger~~filing ~~Agreement~~of (a properly executed certificate of merger with the ~~“Written~~Secretary ~~Consent”).~~of State of the State of Delaware on January 9, 2024.

~~The~~Pursuant ~~board~~to ~~of directors of~~ the ~~General~~Merger ~~Partner set the close of business of November 30~~Agreement, ~~2023~~GPRE asissued ~~the~~approximately ~~record~~4.7 ~~date~~million ~~(the~~shares ~~“Record~~of ~~Date”)~~GPRE ~~for~~Common ~~determining~~Stock ~~holders~~and ofpaid ~~GPP~~$29.2 ~~Common~~million ~~Units~~in ~~entitled~~cash to ~~execute~~the ~~and~~GPP ~~deliver~~Unaffiliated ~~written~~Unitholders ~~consents~~as ~~with~~the ~~respect~~aggregate toMerger ~~the~~Consideration ~~Merger.~~described above.

OnThe ~~December 6,~~Merger ~~2023,~~Agreement ~~the~~is ~~Support~~filed ~~Parties,~~as ~~who~~Exhibit as2.1 ofto the ~~Record~~Partnership’s ~~Date~~Current ~~collectively~~Report ~~beneficially~~on ~~owned~~Form ~~11,661,429~~8-K ~~GPP~~filed ~~Common~~with ~~Units,~~the ~~representing~~U.S. ~~approximately~~Securities ~~50.1%~~and ofExchange Commission (the ~~outstanding~~“SEC”) ~~GPP~~on ~~Common~~September ~~Units~~18, ~~delivered~~2023, ~~the~~which ~~Written~~agreement ~~Consent~~is inincorporated ~~accordance~~herein ~~with~~by ~~the~~reference. ~~terms~~The offoregoing ~~the~~summary ~~Support~~has ~~Agreement.~~been ~~The~~included ~~delivery~~to ofprovide ~~the~~investors ~~Written~~and ~~Consent~~security ~~was~~holders ~~sufficient~~with toinformation ~~approve~~regarding the terms of the Merger Agreement and is qualified in its entirety by the ~~transactions~~terms ~~contemplated~~and ~~thereby,~~conditions ~~including~~of the Merger, ~~without~~Agreement. ~~the~~It ~~receipt~~is ofnot ~~written~~intended ~~consent~~to ~~from~~provide any other ~~holder~~factual ofinformation ~~GPP~~about ~~Common~~the ~~Units~~Partnership, GPRE or their respective subsidiaries and affiliates.

~~The~~Item ~~deadline for the consent solicitation expired at 11:59 p~~3.m01. ~~(Eastern~~Notice ~~Time)~~of onDelisting ~~January 4,~~or ~~2024.~~Failure ~~The~~to ~~results~~Satisfy ofa ~~the~~Continued ~~consent~~Listing ~~solicitation~~Rule ~~for~~or ~~the~~Standard; ~~approval~~Transfer of ~~the Merger Agreement and the transactions contemplated thereby, including the Merger, are set forth below:~~ Listing.

CONSENTS FOR		CONSENTS AGAINST		ABSTENTIONS
14,517,931		1,079,487		114,810

To the extent applicable, the information included under Item 2.01 above is incorporated into this Item 3.01 by reference.

~~Item~~In 7connection with the consummation of the Merger, The Nasdaq Stock Market LLC (“Nasdaq”) was notified that each outstanding GPP Public Common Unit issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration, pursuant to and subject to the terms and conditions of the Merger Agreement.01 ~~Regulation~~The FDPartnership ~~Disclosure~~requested that Nasdaq file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the GPP Public Common Units from Nasdaq and to deregister the GPP Public Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The GPP Public Common Units were suspended from trading on the Nasdaq after the closing of trading on January 9, 2024. The Partnership also intends to file a certification on Form 15 under the Exchange Act with the SEC requesting the deregistration of the GPP Public Common Units under Section 12(g) of the Exchange Act and suspending the Partnership’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

OnItem ~~January 5, 2024, GPRE and the Partnership issued a joint press release announcing the results of the consent solicitation and the expected closing date of the Merger~~3.03. AMaterial ~~copy~~Modification ~~of the press release is attached hereto as Exhibit 99.1~~ to ~~this~~Rights ~~Current~~of ~~Report~~Security ~~on Form 8-K (this “Current Report”) and is incorporated into this Item 7~~Holders.~~01 by reference.~~

The information ~~provided~~set inforth ~~this~~under Item 72.01 ~~(including~~and ~~Exhibit~~Item 993.1)01 ~~shall~~is not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated ~~by reference~~ into ~~any~~this ~~filing~~Item of3.03 ~~the Partnership under the Securities Act or the Exchange Act, except as expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~In ~~Merger~~connection iswith ~~subject~~the toconsummation ~~customary~~of ~~closing~~the ~~conditions~~Merger, ~~and~~at isthe ~~expected~~Effective toTime, ~~close~~Brett onC. ~~January 9~~Riley, ~~2024,~~Clayton atE. ~~which~~Killinger ~~time~~and ~~the~~Jerry ~~Partnership~~L. ~~will~~Peters ~~commence~~resigned ~~the~~as ~~process~~members of ~~delisting~~ the ~~common~~Board ~~units~~of ~~from~~Directors of the ~~Nasdaq~~General ~~and~~Partner ~~deregistering~~ (the ~~common~~“GP ~~units~~Board ~~under~~of ~~the Exchange Act~~Directors”). The ~~Partnership’s~~decision ~~common~~of ~~units~~each ~~are~~of ~~expected~~Messrs. toRiley, ~~continue~~Killinger and Peters to ~~trade~~resign onas ~~Nasdaq~~a ~~until~~member of the ~~close~~GP Board of ~~trading~~Directors onwas ~~January 9,~~not ~~2024,~~the ~~and~~result ~~are~~of ~~expected~~any todisagreement bewith ~~suspended~~the ~~from~~General ~~trading~~Partner or the Partnership on ~~Nasdaq~~any ~~effective~~matter asrelating ofto the ~~opening~~operations, policies or practices of ~~trading~~the onGeneral ~~January 10~~Partner or the Partnership, ~~2024.~~and was solely as a result of the Merger.

~~Forward~~In connection with the consummation of the Merger, as of the Effective Time, each of James Stark (Chief Financial Officer), James Herbert (Chief Human Resources Officer), Grant Kadavy (Executive Vice President-~~Looking~~Commercial ~~Statements~~Operations), Chris Osowski (Executive Vice President-Operations and Technology) and Patrich Simpkins (Chief Transformation Officer) ceased to serve as officers of the General Partner. The decision of each departing officer to resign as an officer of the General Partner was not the result of any disagreement with the General Partner or the Partnership on any matter relating to the operations, policies or practices of the General Partner or the Partnership, and was solely as a result of the Merger.

~~All~~In ~~statements in this Current Report (and oral statements made regarding the subjects of this communication)~~addition, ~~including those that express a belief, expectation or intention, may be considered forward-looking statements (~~as ~~defined in Section 21E~~ of the ~~Exchange~~Effective ~~Act~~Time, ~~and Section 27A of~~ the Securities Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements relying on a number of ~~assumptions~~members ~~concerning future events and are subject to a number~~ of ~~uncertainties and factors, many of which are outside~~ the ~~control~~GP ofBoard the Partnership and GPRE, which could cause actual results to differ materially from such statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of ~~actual~~Directors ~~results.~~was ~~The~~decreased forward-looking statements may include, but are not limited to, statements regarding the expected benefits of the proposed transaction to the Partnership and GPRE and their shareholders and unitholders, respectively; the anticipated completion of the proposed transaction and the timing thereof; the delisting and deregistration of the Partnership’s common units and the timing thereof; and the expected future growth, dividends and distributions of the combined company; and plans and objectives of management for future operations. Forward-looking statements may be identified by words such as “believe,” “intend,” “expect,” “may,” “should,” “will,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project” and variations of these words or similar expressions (or the negative versions of such words or expressions). While the Partnership and GPRE believe that the assumptions concerning future events are reasonable, they caution that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of their businesses. Among the factors that could cause results to differ materially from ~~those~~six ~~indicated by such forward-looking statements are: the failure~~ to realize the anticipated costs savings, synergies and other benefits of the proposed transaction; the possible diversion of management time on transaction-related issues; local, regional and national economic conditions and the impact they may have on the Partnership, GPRE and their customers; disruption caused by health epidemics, such as the COVID-19 outbreak; conditions in the ethanol and biofuels industry, including a sustained decrease in the level of supply or demand for ethanol and biofuels or a sustained decrease in the price of ethanol or biofuels; commodity market risks, including those that may result from weather conditions; the financial condition of the Partnership’s or GPRE’s customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships resulting from the proposed transaction; changes in safety, health, environmental and other governmental policy and regulation, including changes to tax laws; the results of any reviews, investigations or other proceedings by government authorities; and the performance of the Partnership and GPREthree.

~~The~~Item ~~foregoing list of factors is not exhaustive~~7. The forward-looking statements in this Current Report speak only as of the date they are made and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities and other applicable laws01. WeRegulation ~~have~~FD ~~based these forward-looking statements on our current expectations and assumptions about future events~~Disclosure. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond GPRE’s and the Partnership’s control. These risks, contingencies and uncertainties relate to, among other matters, the risks and uncertainties set forth in the “Risk Factors” section of the Partnership’s and GPRE’s respective Annual Report on Form 10-K for the year ended December 31, 2022, and Quarterly Reports on Form 10-Q for the three months ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, each filed with the Securities and Exchange Commission (the “SEC”), and any subsequent reports filed with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

~~Item~~On January 9, 2024, GPRE and the Partnership issued a joint press release announcing the closing of the Merger.01 ~~Financial~~A ~~Statements~~copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and ~~Exhibits~~is incorporated into this Item 7.01 by reference.

The information provided in this Item 7.01 (dincluding Exhibit 99.1) ~~Exhibits~~ shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Partnership under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Exhibit Number		Description of the Exhibit
99.1		Press Release, dated January 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits. The following exhibits are filed as part of this report.


Exhibit No.						Description of Exhibit

99.1						Press Release, dated January 9, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Green Plains Partners LP By: Green Plains Holdings LLC, its general partner By: /s/ Michelle Mapes Name: Michelle Mapes Title: Chief Legal & Administration Officer and Corporate Secretary


	Green Plains Partners LP

	By: Green Plains Holdings LLC, its general partner

Date: January 9, 2024	By:	/s/ Michelle Mapes
		Michelle Mapes
		Chief Legal & Administration Officer and Corporate Secretary

Dated: January 5, 2024

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