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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 | |
Fretthold Timothy J. ONE VALERO WAY SAN ANTONIO, TX 78249 |
X |
/s/ Ethan A. Jones, as Attorney-in-Fact for Timothy J. Fretthold | 01/10/2019 | |
**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) | Pursuant to the Agreement and Plan of Merger dated as of October 18, 2018 (the "Merger Agreement"), by and among Valero Energy Corporation ("VLO"), Forest Merger Sub, LLC ("Merger Sub"), Valero Energy Partners LP (the "Issuer") and Valero Energy Partners GP LLC, the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and continuing to exist as a Delaware limited partnership. At the effective time of the Merger (the "Effective Time"), each common unit representing a limited partner interest in the Issuer (the "Common Units"), other than Common Units owned by VLO and its subsidiaries, was converted into the right to receive $42.25 per Common Unit in cash without any interest thereon (the "Merger Consideration") and all such Common Units were automatically cancelled and ceased to exist. |
(2) | (Continued from Footnote 1) Under the terms of the Merger Agreement, immediately prior to the Effective Time, the restricted units ("Restricted Units") granted under the Valero Energy Partners LP 2013 Incentive Compensation Plan that were outstanding immediately prior to the Effective Time received immediate and full acceleration of vesting and the distribution equivalent rights associated with such Restricted Units were cancelled and ceased to exist. At the Effective Time, each vested Restricted Unit became entitled to receive the Merger Consideration. |
(3) | Following the Effective Time of the Merger, the Reporting Person no longer owns, directly or indirectly, any Common Units. |