Form Type: 4

SEC EDGAR Link
Accession Number:0001549848-19-000023
Date:2019-02-01
Issuer: HI-CRUSH PARTNERS LP (HCLP)
Original Submission Date:

Reporting Person:

RASMUS ROBERT E.
1330 POST OAK BLVD
SUITE 600 HOUSTON, TX 77056

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS 2019-02-01 M 47,939 a $0.00 167,657 direct
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS 2019-02-01 0 $0.00 4,045,171 indirect f2
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS 2019-02-01 0 $0.00 30,000 indirect f3
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS 2019-02-01 0 $0.00 500 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PHANTOM UNITS 0.0 2019-02-01 deemed execution date M 47,939 (d) 2019-02-01 2019-02-01 common units 47,939 $0.00 670,045 direct
Footnotes
IDfootnote
f1 each phantom unit was the economic equivalent of, and was settled for, one common unit representing limited partner interests in the partnership.
f2 the common units are held by rer legacy investments llc ("rer llc"). the reporting person is a member of rer llc and may be deemed the beneficial owner of the common units held by rer llc.
f3 the common units are held by rer investments llc. the reporting person is the sole member of rer investments llc.
f4 the common units included in this report were purchased by the reporting person's son for his own account in a directed unit program in connection with the initial public offering of common units representing limited partner interests in the issuer. the reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of section 16 or for any other purpose.
f5 the reporting person is a participant in the hi-crush partners lp first amended and restated long-term incentive plan and received 49,936 phantom units on september 14, 2016 (the "2016 performance award") vesting based on the partnership's performance compared to the performance of entities in a designated peer group for the three-year period ending december 31, 2018. 96% of the 2016 performance award phantom units vested and settled on february 1, 2019 and the remaining 4% of the 2016 performance award phantom units expired on that date. each phantom unit represents the right to receive, upon vesting, one common unit representing limited partner interests in the partnership, along with tandem distribution equivalent rights. the vesting phantom units expire upon settlement.
f6 includes all phantom units beneficially owned by the reporting person following this reported transaction, including previously reported phantom units with varying vesting terms.
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