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 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Calumet Specialty Products Partners, L.P. [ CLMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 01/26/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 representing limited partner interests | 01/31/2006 | 01/31/2006 | J(1) | 11,660 | A | (1) | 11,660 | I | See Footnote(1) | |
Common units representing limited partner interests | 01/31/2006 | 01/31/2006 | J(2) | 1,168,309 | A | (2) | 1,179,969 | I | See Footnote(2) | |
Common units representing limited partner interests | 01/31/2006 | 01/31/2006 | J(3) | 591,886 | A | (3) | 1,771,855 | I | See Footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 representing limited partner interests | (4) | 01/31/2006 | J(1) | 26,445 | (4) | (4) | Common Units | 26,445 | (1) | 26,445 | I | See Footnote(1) | |||
Subordinated Units representing limited partner interests | (4) | 01/31/2006 | J(2) | 2,649,728 | (4) | (4) | Common Units | 2,649,728 | (2) | 2,676,173 | I | See Footnote(2) | |||
Subordinated Units representing limited partner interests | (4) | 01/31/2006 | J(3) | 1,342,401 | (4) | (4) | Common Units | 1,342,401 | (3) | 4,018,574 | I | See Footnote(3) |
Explanation of Responses: |
1. Units owned by Mr. Grube's spouse. Mr. Grube's spouse received the units as consideration for certain assets and liabilities that she contributed to the capital of the Issuer in connection with the Issuer's initial public offering. Mr. Grube disclaims beneficial ownership of these units, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of the reported units for purposes of Section 16 or for any another purpose. |
2. Units are owned by two trusts for the benefit of Mr. Grube's spouse and children. The trusts received the units as consideration for certain assets and liabilities that they contributed to the capital of the Issuer in connection with the Issuer's initial public offering. Mr. Grub's spouse is the trustee of the trusts. Mr. Grube disclaims beneficial ownership of these units, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of the reported units for purposes of Section 16 or for any another purpose. |
3. Units are owned by Calumet, Incorporated ("Inc."). Inc. received the units as consideration for certain assets and liabilities that it contributed to the capital of the Issuer in connection with the Issuer's initial public offering. Mr. Grube is a shareholder and director of Inc. Mr. Grube disclaims beneficial ownership of the units of the Issuer owned by Inc. except to the extent of his pecuniary interest therein, and the inclusion of the units in this report shall not be deemed an admission of beneficial ownership of all the reported units for purposes of Section 16 or for any another purpose. |
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 December 31, 2010. These financial tests include the requirement that the Issuer have earned and paid the minimum quarterly distribution and arrearages (if any) on all of its outstanding units for three consecutive, non-overlapping four-quarter periods. |
Remarks: |
Mr. Grube is an Officer and Director of Calumet GP, LLC, the general partner of the Issuer. |
/s/ R. Patrick Murray, II as attorney-in-fact | 02/02/2006 | |
** 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. |