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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 | ||||||||
Phantom Units | (2) | 07/01/2014 | M | 682 | 07/01/2014 | 07/01/2014 | Common Units - Class A | 682 | (2) | 6,045 (3) | D | ||||
Phantom Units | (7) (8) | 07/01/2014 | A | 443 | 07/01/2017 | 07/01/2017 | Common Units - Class A | 443 | (7) (8) | 6,488 (9) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROBERTSON CORBIN J III 601 JEFFERSON SUITE 3600 HOUSTON, TX 77002 |
X |
Corbin J. Robertson, III | 07/03/2014 | |
**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) | The payment of the phantom units in cash is deemed to be a disposition of the phantom units in exchange for the acquisition of the underlying Common Units - Class A and a simultaneous disposition of the underlying Common Units - Class A to the issuer. |
(2) | Upon vesting, the phantom units were paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the date of vesting. |
(3) | The reporting person disclaims beneficial ownership of the phantom units that vested and were paid in cash as he is required to give all proceeds related to such phantom units to QEP Management Co., L.P. or one of it affiliates. |
(4) | Members of the immediate family of the reporting person are beneficiaries of this trust and the reporting person may be deemed to have beneficial ownership of the securities held by it. |
(5) | The reported securities are held by BHJ Investments, L.P., a Texas limited partnership ("BHJ LP"). The reporting person was the sole member and is the sole manager of BHJ Investments GP LLC, a Texas limited liability company ("BHJ GP"), BHJ LP's general partner. Effective June 30, 2014, the reporting person gifted (i) 34% of the reporting person's membership interest in BHJ GP and (ii) a portion of the reporting person's BHJ LP interest to the Corby and Brooke Robertson 2014 Children's Trust (the "Trust"), beneficiaries of which are members of the immediate family of the reporting person. Effective June 30, 2014, the reporting person gifted 17% of the reporting person's membership interest in BHJ GP to Brooke Robertson, the reporting person's wife. |
(6) | Members of the immediate family of the reporting person and the Trust are security holders of BHJ LP and BHJ GP and the reporting person may be deemed to have beneficial ownership of the securities held by it. |
(7) | The phantom units will be paid in cash based on the average closing price of the Common Units - Class A for the 20 trading days immediately prior to the vesting date. |
(8) | Award includes tandem distribution equivalent rights pursuant to which the quarterly distributions paid by the partnership on each Common Unit - Class A will be accrued over the vesting period and paid quarterly. |
(9) | The reporting person disclaims beneficial ownership of 2,735 phantom units as he is required to give all proceeds related thereto to QEP Management Co., L.P. or one of it affiliates. |