0001123292-17-001741.txt : 20171205 0001123292-17-001741.hdr.sgml : 20171205 20171205174448 ACCESSION NUMBER: 0001123292-17-001741 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171201 FILED AS OF DATE: 20171205 DATE AS OF CHANGE: 20171205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD Partners, L.P. CENTRAL INDEX KEY: 0001514334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 171240643 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 303-1650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: MSDC Management, L.P. DATE OF NAME CHANGE: 20110302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD Torchlight Partners, L.P. CENTRAL INDEX KEY: 0001343838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33503 FILM NUMBER: 171240642 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-303-1650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: MSD Torchlight, L.P. DATE OF NAME CHANGE: 20051108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Blueknight Energy Partners, L.P. CENTRAL INDEX KEY: 0001392091 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 208536826 STATE OF INCORPORATION: DE FISCAL YEAR END: 0914 BUSINESS ADDRESS: STREET 1: 201 NW 10TH, SUITE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73103 BUSINESS PHONE: (405) 278-6400 MAIL ADDRESS: STREET 1: 201 NW 10TH, SUITE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73103 FORMER COMPANY: FORMER CONFORMED NAME: SemGroup Energy Partners, L.P. DATE OF NAME CHANGE: 20070305 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-12-01 0001392091 Blueknight Energy Partners, L.P. BKEP 0001514334 MSD Partners, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001343838 MSD Torchlight Partners, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 Common Units 2017-12-01 4 S 0 31597 5.31 D 3224793 I See footnotes Common Units 2017-12-04 4 S 0 5000 5.25 D 3219793 I See footnotes Common Units 2017-12-05 4 S 0 133615 4.99 D 3086178 I See footnote Series A Preferred Units 6.50 2017-12-05 4 S 0 8854 7.51 D Common Units 8854 1926988 I See footnotes This statement is jointly filed by and on behalf of each of MSD Partners, L.P ("MSD Partners") and MSD Torchlight Partners, L.P. ("MSD Torchlight"). MSD Torchlight is the record and direct beneficial owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities owned by, MSD Torchlight. MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities owned by, MSD Partners. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD GP and may be deemed to have or share voting and/or dispositive power over the securities beneficially owned by MSD GP. Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Each reporting person and each of Messrs. Fuhrman, Phelan and Lisker may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"). Each reporting person and each of Messrs. Fuhrman, Phelan and Lisker declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. The Series A Preferred Units are convertible into Common Units at any time on a one-for-one basis and have no expiration date. The terms of the Series A Preferred Units are more fully described in the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 14, 2011, attached as Exhibit 3.1 to the Current Report on Form 8-K filed September 14, 2011 by the Issuer with the Securities and Exchange Commission. MSD Partners, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 2017-12-05 MSD Torchlight Partners, L.P. By: MSD PARTNERS, L.P. Its: Investment Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title:Manager 2017-12-05