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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 | |
| YSOF Propylene Investor, LLC C/O YORK CAPITAL MANAGEMENT 767 FIFTH AVE., 17TH FLOOR NEW YORK, NY 10153 |
X | X | ||
| /s/ Richard P. Swanson, General Counsel of York Special Opportunities Domestic Holdings, LLC, the General Partner of York Special Opportunities Fund AIV II, L.P., a member of YSOF Propylene Investor, LLC | 07/18/2014 | |
| **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) | On July 16, 2014, in accordance with the Agreement and Plan of Merger and Membership Interest Transfer Agreement, dated as of May 27, 2014, by and among the Issuer, PetroLogistics GP LLC, Propylene Holdings LLC, Flint Hill Resources, LLC ("Parent") and FHR Propylene, LLC ("Merger Sub") (the "Merger Agreement"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of the Parent. Immediately prior to the consummation of the Merger, the Reporting Person, as the record and beneficial owner of 17,422,701 common units representing limited partnership interests ("Common Units") in the Issuer, distributed all of such 17,422,701 Common Units to its members for no consideration. |
| (2) | Upon consummation of the Merger, by virtue of the Merger and without any action on the part of the holders thereof, each of the Common Units distributed by the Reporting Person to its members was cancelled and converted automatically into the right to receive $12.00, upon the terms and subject to the conditions set forth in the Merger Agreement. In addition, in connection with the consummation of the Merger, the members of the Reporting Person received a one-time cash distribution of $0.40 per Common Unit, which distribution was declared and made in accordance with the provisions of the Merger Agreement. |
| Remarks: Prior to the consummation of the Merger described above, the Reporting Person may have been deemed a "director by deputization" of the Issuer by the fact that Zalmie Jacobs was a director of the general partner of the Issuer as the designee of the Reporting Person. Effective upon the consummation of the Merger, Mr. Jacobs resigned as a director of the general partner of the Issuer. | |