FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Northern Tier Energy LP [ NTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/21/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Unit | 01/21/2015 | M | 33,334(1) | A | $0.00 | 57,118 | D | |||
Common Unit | 01/22/2015 | S | 11,301(2) | D | $20.4326(3)(4) | 45,817 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Phantom Unit | (5) | 01/21/2015 | M | 33,334(1) | (6) | (6) | Common Unit | 33,334 | $0.00 | 66,666(7) | D |
Explanation of Responses: |
1. These units were issued pursuant to a phantom unit award granted to the reporting person on May 15, 2014, (the "2014 Phantom Unit Award"), settled on January 21, 2015, at the election of the Board of Directors (the "Board") of Northern Tier Energy GP LLC, the general partner of NTI, in NTI common units. |
2. This sale was made pursuant to an election dated August 29, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting equity award previously granted to the reporting person as compensation for services as an officer. |
3. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of common units sold at each separate price. |
4. $20.4326 is the weighted average sale price. The common units were sold in various transactions through a broker at prices between $20.2300 per unit and $20.6200 per unit. |
5. Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in NTI or, at the election of the Board, or such committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for services as an officer. |
6. The 2014 Phantom Unit Award vests ratably on the third Wednesday of each of the three years following the date of grant. The vested common units underlying the phantom units, or the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than the 70th calendar day following the vesting of the phantom units. |
7. This number of derivative securities includes 66,666 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award. |
Remarks: |
/s/ David Bonczek | 01/23/2015 | |
** 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 Number. |