Statement of Changes in Beneficial Ownership (4)
November 01 2022 - 8:59AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Levy Scott Alan |
2. Issuer Name and Ticker or Trading Symbol
Sprague Resources LP
[
SRLP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
185 INTERNATIONAL DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2022 |
(Street)
PORTSMOUTH, NH 03801
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units representing limited partner interests | 11/1/2022 | | D(1) | | 45135 | D | $20 | 0 | D | |
Common Units representing limited partner interests | 11/1/2022 | | D(1) | | 2000 | D | $20 | 0 | I (2) | Child (2) |
Common Units representing limited partner interests | 11/1/2022 | | D(1) | | 2000 | D | $20 | 0 | I (2) | Child (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The Reporting Person ceased to beneficially own the common units representing limited partner interests ("Common Units") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Sparrow HP Merger Sub, LLC, a Delaware limited liability company ("Merger Sub"), with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of June 2, 2022 (as amended by Amendment No. 1 thereto, dated August 31, 2022, the "Merger Agreement"), by and among the Issuer, Merger Sub and the other parties thereto. The Merger closed and was effective at 12:01 a.m., Eastern Time, on November 1, 2022 (the "Effective Time"). At the Effective Time, each Common Unit held by the Reporting Person immediately prior to the Merger converted into the right to receive $20.00 per Common Unit in cash without any interest thereon. |
(2) | Represents 2,000 Common Units which were owned directly by a child of Mr. Levy. Mr. Levy's wife held voting and investment control over such Common Units. The Reporting Person disclaims beneficial ownership of these Common Units, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Units for purposes of Section 16 or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Levy Scott Alan 185 INTERNATIONAL DRIVE PORTSMOUTH, NH 03801 | X |
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Signatures
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/s/ Paul A. Scoff, as attorney-in-fact for Scott Levy | | 11/1/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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