| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
World Point Terminals, LP [ WPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2013 | ||||||||||||||||||||||||||
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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 Units (Limited Partner Interests) | 08/14/2013 | A | 1,312,500(1)(2)(3)(4) | A | (3)(4) | 1,312,500(1)(2)(3)(4) | D(1)(2) | |||
| Common Units (Limited Partner Interests) | 08/14/2013 | A | 11,301,257(1)(2)(3)(4) | A | (3)(4) | 11,301,257(1)(2)(3)(4) | I(1)(2) | By CPT Subsidiary | ||
| Common Units (Limited Partner Interests) | 08/14/2013 | S | 4,878,250(1)(2)(3)(4) | D | $18.8(5) | 6,423,007 | I(1)(2) | By CPT Subsidiary | ||
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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 | ||||||||
| Subordinated Units (Limited Partner Interests) | (6) | 08/14/2013 | A | 16,485,507(1)(2)(3)(4) | (6) | (6) | Common Units (Limited Partner Interests) | 16,485,507(1)(2)(3)(4) | $0(6) | 16,485,507(1)(2)(3)(4) | I(1)(2) | By CPT Subsidiary | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by World Point Terminals, Inc. ("Parent"), the Novelly Dynasty Trust and the Novelly Family Trust (collectively, the "Trusts") in connection with the closing (the "Closing") of the initial public offering (the "IPO") and the related Closing transactions as reported in the Issuer's Registration Statement on Form S-1 (Registration No. 333 189396) (the "Registration Statement"). The Issuer is an indirect subsidiary of Parent. The Trusts collectively own a controlling interest in Parent and as such, may be deemed to indirectly beneficially own the securities held by Parent. The trustees of the Trusts have shared investment and voting control over the securities held by Parent, but may exercise such control only with the support of a majority of the trustees. Continued in footnote 2. |
| 2. Continued from footnote 1. As such, the Reporting Person(s) disclaim beneficial ownership of the securities of the Issuer held by the Parent. CPT 2010, LLC ("CPT Subsidiary") is a wholly-owned subsidiary of Parent. Parent and the Trusts may be deemed to indirectly beneficially own the securities held by CPT Subsidiary, but disclaim beneficial ownership except to the extent of their respective pecuniary interest therein, if any. WPT GP, LLC, is the general partner of the Issuer (the "General Partner"). |
| 3. Pursuant to a Contribution, Conveyance and Assumption Agreement executed as of the Closing, including but not limited to, the Issuer, Parent, the General Partner and CPT Subsidiary, effective as of the Closing, (i) Parent contributed certain property to the Issuer and assumed certain liabilities of the Issuer in exchange for 1,312,500 common units (the "Parent Common Units"), (ii) CPT Subsidiary contributed certain property to the Issuer in exchange for 11,301,257 common units (the "CPT Common Units") and 16,485,507 subordinated units (the "Subordinated Units"). Continued in footnote 4. |
| 4. Continued from footnote 3. If the underwriters do not exercise their option to purchase additional common units in full, as of the Closing, Parent directly or indirectly holds approximately (i) 39.0% of the outstanding common units of the Issuer (represented by the Parent Common Units and the CPT Common Units), (ii) 100% of the outstanding subordinated units of the Issuer or (iii) an aggregate 73.5% of the limited partner interest in the Issuer (represented by the Parent Common Units, the CPT Common Units and the Subordinated Units). Parent also holds 20% of the Incentive Distribution Rights of the Issuer. The General Partner holds a 0.0% non economic interest in the Issuer. |
| 5. Represents the public offering price of $18.80 per common unit less the underwriter's discount of $1.20 per common unit. |
| 6. Each subordinated unit will convert into one common unit at the end of the Subordination Period. |
| /s/ Steven G. Twele, Vice President and Chief Financial Officer of World Point Terminals, Inc. | 08/16/2013 | |
| /s/ Steven G. Twele, Authorized Trustee of the Novelly Dynasty Trust | 08/16/2013 | |
| /s/ Steven G. Twele, Authorized Trustee of the Novelly Family Trust | 08/16/2013 | |
| ** 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. | ||