0000950170-24-083330.txt : 20240712 0000950170-24-083330.hdr.sgml : 20240712 20240712190137 ACCESSION NUMBER: 0000950170-24-083330 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240710 FILED AS OF DATE: 20240712 DATE AS OF CHANGE: 20240712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heritage Group CENTRAL INDEX KEY: 0001350750 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42172 FILM NUMBER: 241115491 BUSINESS ADDRESS: STREET 1: 5400 WEST 86TH STREET STREET 2: P. O. BOX 68123 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 317-228-8314 MAIL ADDRESS: STREET 1: 5400 WEST 86TH STREET STREET 2: P. O. BOX 68123 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Calumet, Inc. /DE CENTRAL INDEX KEY: 0002013745 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2780 WATERFRONT PARKWAY EAST DRIVE STREET 2: SUITE 200 CITY: INDIANAPOLIS STATE: IN ZIP: 46214 BUSINESS PHONE: (317) 328-5660 MAIL ADDRESS: STREET 1: 2780 WATERFRONT PARKWAY EAST DRIVE STREET 2: SUITE 200 CITY: INDIANAPOLIS STATE: IN ZIP: 46214 4 1 ownership.xml 4 X0508 4 2024-07-10 0002013745 Calumet, Inc. /DE CLMT 0001350750 Heritage Group 5400 WEST 86TH STREET INDIANAPOLIS IN 46268 false false true true 13(d) 10% Group Member false Common Stock, par value $0.01 per share 2024-07-10 4 J false 2805000 A 12587209 D Common Stock, par value $0.01 per share 1200000 I See Footnote Common Stock, par value $0.01 per share 888193 I See Footnote Warrants to purchase Common Stock 20.00 2024-07-10 4 J false 1020000 A 2024-07-10 2027-07-10 Common Stock, par value $0.01 per share 1020000 1020000 D On July 10, 2024, in connection with the corporate reorganization of Calumet Specialty Products Partners, L.P. (the "Partnership"), pursuant to which the Partnership converted from a master limited partnership to a corporation (the "Conversion"), Calumet Merger Sub I LLC ("Merger Sub I") merged with and into Calumet GP, LLC, the general partner (the "General Partner") of the Partnership, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of Calumet, Inc. (the "GP Merger"). Pursuant to the GP Merger, all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5,500,000 shares of Calumet, Inc. common stock, par value $0.01 per share (the "Common Stock"), and 2,000,000 warrants to purchase Common Stock (the "Warrants"). In connection with the GP Merger, the reporting person was issued 2,805,000 shares of Common Stock and 1,020,000 Warrants. The reporting person beneficially owns 1,200,000 shares of Common Stock that are owned directly by The Heritage Group Investment Company, LLC, a limited liability company for which the reporting person serves as the Manager and which is wholly owned by the twenty-eight grantor trusts that are the sole general partners and owners of the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by The Heritage Group Investment Company, LLC, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. The reporting person also may be deemed to beneficially own 888,193 shares of Common Stock owned by Calumet, Incorporated, an Indiana corporation in which the reporting person has an indirect interest. The reporting person disclaims beneficial ownership of the Common Stock owned by Calumet, Incorporated, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose. On July 10, 2024, Calumet, Inc. became the successor issuer to, and parent holding company of, the Partnership pursuant to the Conversion in which all of the Partnership's outstanding common units representing limited partner interests were automatically exchanged into an equal number of shares of Common Stock. /s/ Amy Schumacher, CEO 2024-07-12