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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OCIP HOLDING LLC C/O OCI USA INC. 660 MADISON AVENUE, 19TH FLOOR NEW YORK, NY 10065 |
X | X | ||
OCI USA INC. C/O OCI USA INC. 660 MADISON AVENUE, 19TH FLOOR NEW YORK, NY 10065 |
X | X | ||
OCI N.V. MIJNWEG 1 6167 AC GELEEN P7 |
X | X |
OCIP Holding LLC: By: /s/ Kevin Struve, Manager | 11/13/2014 | |
**Signature of Reporting Person | Date | |
OCI USA Inc.: By: /s/ Kevin Struve, President | 11/13/2014 | |
**Signature of Reporting Person | Date | |
OCI N.V.: By: /s/ Nassef Sawiris, Chief Executive Officer | 11/13/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to a Contribution Agreement by and among the Issuer, OCI USA Inc. ("OCI USA") and OCIP Holding, LLC ( "OCIP Holding"), 2,995,372 Common Units of the Issuer were issued to OCIP Holding in exchange for a capital contribution of $60.0 million by OCIP Holding to the Issuer. The price per unit of each contributed unit was $20.0309, the volume-weighted average trading price of the Issuer's Common Units on the New York Stock Exchange, calculated over the consecutive 20-trading day period ending on the close of trading on the trading day immediately prior to the transaction date. |
Remarks: OCI N.V. is a Dutch public limited liability company ("OCI NV"). OCI USA is an indirect wholly owned subsidiary of OCI NV. OCI USA owns all of the membership interests in OCI GP LLC, a Delaware limited liability company and the general partner of the Issuer. OCIP Holding, the direct owner of the securities reported herein, is a wholly owned subsidiary of OCI USA. OCI NV and OCI USA may be deemed to indirectly own the securities of the Issuer held by OCIP Holding, but disclaim beneficial ownership except to the extent of their respective pecuniary interest therein. |