0001123292-17-001765.txt : 20171208
0001123292-17-001765.hdr.sgml : 20171208
20171208184653
ACCESSION NUMBER: 0001123292-17-001765
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171206
FILED AS OF DATE: 20171208
DATE AS OF CHANGE: 20171208
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: 171248095
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: 171248096
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
2017-12-06
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
2017-12-06
4
S
0
17540
5.10
D
3068638
I
See Footnotes
Common Units
2017-12-07
4
S
0
116112
5.10
D
2952526
I
See Footnotes
Common Units
2017-12-08
4
S
0
7300
5.10
D
2945226
I
See Footnotes
Series A Preferred Units
6.50
2017-12-06
4
S
0
2084
7.51
D
Common Units
2084
1924904
I
See Footnotes
Series A Preferred Units
6.50
2017-12-07
4
S
0
4009
7.50
D
Common Units
4009
1920895
I
See Footnotes
Series A Preferred Units
6.50
2017-12-08
4
S
0
1516
7.50
D
Common Units
1516
1919379
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
2017-12-08
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
2017-12-08