FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Global Partners LP [ GLP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Units representing limited partner interests | 09/29/2005 | P4 | 100 | A | $23.42 | 6,411 | I(1) | See footnotes(2)(3) |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Subordinated Units representing limited partner interests | (4) | (4) | (4) | Common Units | 4,796,061 | 4,796,061(4) | I | See footnotes(2)(3) |
Explanation of Responses: |
1. The 100 Units purchased on 9/29/05 are owned directly by Alfred A. Slifka. The balance of the units beneficially owned at 12/31/05 (6,311 units) are owned indirectly. |
2. As of December 31, 2005, (a) Global Petroleum Corp. ("GPC") owned (i) 2,267 common units ("Common Units") representing limited partner interests in the Issuer and (ii) 1,723,196 subordinated units ("Subordinated Units") representing limited partner interests in the Issuer, (b) Montello Oil Corporation ("Montello") owned (i) 3,086 Common Units and (ii) 2,344,992 Subordinated Units, (c) Sandwich Terminal, LLC ("Sandwich") owned (i) 11 Common Units and (ii) 8,464 Subordinated Units (d) Chelsea Terminal Limited Partnership ("Chelsea LP") owned (i) 947 Common Units and (ii) 719,409 Subordinated Units, and (e) Alfred Slifka Montello Irrevocable Trust owned a 6.664% membership interest in Global GP LLC ("Global GP"), the general partner of the Issuer. |
3. As of December 31, 2005, Alfred A. Slifka and Richard Slifka are equal owners of ASRS General Partnership. ASRS General Partnership owns 100% of GPC. Alfred A. Slifka and Richard Slifka are equal owners of ASRS Montello General Partnership. ASRS Montello General Partnership owns 72.8% of Montello. Alfred A. Slifka and Richard Slifka are equal owners of Sandwich. Chelsea Terminal Corp. is the general partner of Chelsea LP. Alfred A. Slifka and Richard Slifka are equal owners of Chelsea Terminal Corp. and each owns a 50% limited partner interest in Chelsea LP. As of December 31, 2005, Alfred A. Slifka and Richard Slifka are the indirect beneficial owners of the Common Units and the Subordinated Units held by each of GPC, Montello, Sandwich and Chelsea LP. Alfred Slifka is the indirect benefical owner of the membership interest in Global GP held by the Alfred Slifka Montello Irrevocable Trust. Alfred Slifka is the direct beneficial owner of a 23.336% interest in Global GP. |
4. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once the Issuer meets certain financial tests set forth in the agreement of limited partnership of the Issuer, but not before September 20, 2008. These financial tests require the Issuer to have earned and paid the minimum quarterly distributions and arrearages (if any) on all of its outstanding units for any three consecutive four quarter periods. |
Remarks: |
Mr. Slifka is a Director of Global GP LLC, the general partner of Global Partners LP, the Issuer |
Alfred A. Slifka | 02/14/2006 | |
** 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. |