0001209191-17-042655.txt : 20170703 0001209191-17-042655.hdr.sgml : 20170703 20170703083206 ACCESSION NUMBER: 0001209191-17-042655 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170701 FILED AS OF DATE: 20170703 DATE AS OF CHANGE: 20170703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Alon USA Energy, Inc. CENTRAL INDEX KEY: 0001325955 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 742966572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12700 PARK CENTRAL DRIVE, SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 972 367 3600 MAIL ADDRESS: STREET 1: 12700 PARK CENTRAL DRIVE, SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75251 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oster Michael CENTRAL INDEX KEY: 0001457999 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32567 FILM NUMBER: 17944191 MAIL ADDRESS: STREET 1: 7616 LBJ FREEWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75251 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-01 1 0001325955 Alon USA Energy, Inc. ALJ 0001457999 Oster Michael 12700 PARK CENTRAL DRIVE SUITE 1600 DALLAS TX 75251 0 1 0 0 Sr. VP-Mergers & Acquisitions Common Stock, par value $0.01 per share 2017-07-01 4 D 0 61943 0.00 D 0 D Includes shares of unvested restricted Company common stock that were granted to the Reporting Person under the Company's 2005 Incentive Compensation Plan that, pursuant to the Merger Agreement, vested immediately prior to the effective time of the Merger, and each such share of restricted Company common stock was converted at the effective time of the Merger into a restricted stock award denominated in shares of HoldCo common stock. On July 1, 2017, pursuant to the Agreement and Plan of Merger dated as of January 2, 2017 (the "Merger Agreement"), among Delek US Holdings, Inc. ("Delek"), Delek Holdco, Inc., ("HoldCo"), Dione Mergeco, Inc., Astro Mergeco, Inc., and Alon USA Energy, Inc. (the "Company"), as amended by the First Amendment to the Merger Agreement, dated as of February 27, 2017, and the Second Amendment to the Merger Agreement, dated as of April 21, 2017, Astro Mergeco, Inc. merged with and into the Company pursuant to the terms of the Merger Agreement, with the Company continuing as the surviving entity (the "Merger"). As a result, the Company is a subsidiary of HoldCo. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (other than Company common stock held by Delek or any subsidiary of Delek) converted into the right to receive 0.504 shares of HoldCo common stock, with cash paid in lieu of fractional shares. /s/ James Ranspot James Ranspot, Attorney-in-Fact for Michael Oster 2017-07-03