0001351541-17-000052.txt : 20170310 0001351541-17-000052.hdr.sgml : 20170310 20170309203905 ACCESSION NUMBER: 0001351541-17-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170310 DATE AS OF CHANGE: 20170309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Delek Logistics Partners, LP CENTRAL INDEX KEY: 0001552797 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 455379027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87296 FILM NUMBER: 17680004 BUSINESS ADDRESS: STREET 1: 7102 COMMERCE WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: (615) 771-6701 MAIL ADDRESS: STREET 1: 7102 COMMERCE WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Delek US Holdings, Inc. CENTRAL INDEX KEY: 0001351541 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 522319066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7102 COMMERCE WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-771-6701 MAIL ADDRESS: STREET 1: 7102 COMMERCE WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 SC 13D/A 1 dk-sc13daxdklx03082017.htm SC 13D/A Document



 
 

SCHEDULE 13D
(Rule 13d-101)
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
 

 
 
Delek Logistics Partners, LP
(Name of Issuer)
 
 

 
 
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
 
24664T 103
(CUSIP Number)
 
Amber Ervin
7102 Commerce Way
Brentwood, Tennessee 37027
Telephone: (615) 771-6701
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
March 2, 2017
(Date of Event Which Requires Filing of This Statement)
 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨



Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*
 
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 




CUSIP No. 24664T 103
 
  (1)
 
Name of reporting person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delek US Holdings, Inc.
  (2)
 
Check the appropriate box if a member of a group
(a)  o       (b)  x
 
  (3)
 
SEC use only
 
  (4)
 
Source of funds

OO (please see Item 3)
  (5)
 
Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 o
  (6)
 
Citizenship or place of organization
  
Delaware
Number of
shares
beneficially
owned by
each
reporting
person
with:
 
  (7)
 
Sole voting power
 
15,098,392 common units
 
  (8)
 
Shared voting power
0
 
  (9)
 
Sole dispositive power
 15,098,392 common units
 
(10)
 
Shared dispositive power
0
(11)
 
Aggregate amount beneficially owned by each reporting person
 
15,098,392 common units
(12)
 
Check Box if the aggregate amount in Row (11) excludes certain shares
o
(13)
 
Percent of class represented by amount in Row 11*
Approximately 62.0%
(14)
 
Type of reporting person
HC; CO

*
Based on the number of Common Units (24,328,607) issued and outstanding as of March 7, 2017, as reported to the Reporting Persons by the Issuer.




CUSIP No. 24664T 103
 
 
 
 
 
 
 
  (1)
 
Name of reporting person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
Lion Oil Company
  (2)
 
Check the appropriate box if a member of a group
(a)  o        (b)  x
 
  (3)
 
SEC use only
 
  (4)
 
Source of funds
  
OO (please see Item 3)
  (5)
 
Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
  (6)
 
Citizenship or place of organization
  
Arkansas
Number of
shares
beneficially
owned by
each
reporting
person
with:
 
  (7)
 
Sole voting power
  
12,611,465 common units
 
  (8)
 
Shared voting power
  
0
 
  (9)
 
Sole dispositive power
  
12,611,465 common units
 
(10)
 
Shared dispositive power
  
0
(11)
 
Aggregate amount beneficially owned by each reporting person
  
12,611,465 common units
(12)
 
Check Box if the aggregate amount in Row (11) excludes certain shares
  
o
(13)
 
Percent of class represented by amount in Row 11*
  
Approximately 51.8%
(14)
 
Type of reporting person
  
CO

*
Based on the number of Common Units (24,328,607) issued and outstanding as of March 7, 2017, as reported to the Reporting Persons by the Issuer.








CUSIP No. 24664T 103
 
 
 
 
 
 
 
  (1)
 
Name of reporting person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
Delek Marketing & Supply, LLC
  (2)
 
Check the appropriate box if a member of a group
(a)  o        (b)  x
 
  (3)
 
SEC use only
 
  (4)
 
Source of funds
  
OO (please see Item 3)
  (5)
 
Check Box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 o
  (6)
 
Citizenship or place of organization
  
Delaware
Number of
shares
beneficially
owned by
each
reporting
person
with:
 
  (7)
 
Sole voting power
  
2,486,927 common units
 
  (8)
 
Shared voting power
  
0
 
  (9)
 
Sole dispositive power
  
2,486,927 common units
 
(10)
 
Shared dispositive power
  
0
(11)
 
Aggregate amount beneficially owned by each reporting person
  
2,486,927 common units
(12)
 
Check Box if the aggregate amount in Row (11) excludes certain shares
o
(13)
 
Percent of class represented by amount in Row 11*
Approximately 10.2%
(14)
 
Type of reporting person
  
OO - limited liability company

*
Based on the number of Common Units (24,328,607) issued and outstanding as of March 7, 2017, as reported to the Reporting Persons by the Issuer.
 




This Amendment No. 4 (this "Amendment No. 4") to Schedule 13D is filed by (i) Delek Marketing & Supply, LLC, a Delaware limited liability company (“Delek Marketing”), (ii) Lion Oil Company, an Arkansas corporation (“Lion Oil”), and (iii) Delek US Holdings, Inc., a Delaware corporation (“Delek” and together with Delek Marketing and Lion Oil, the “Reporting Persons”) as an amendment to the Schedule 13D filed with the Securities and Exchange Commission on November 20, 2012 (the "Initial 13D"), as amended on March 2, 2016 ("Amendment No. 1"), as amended on November 8, 2016 ("Amendment No. 2"), as amended on February 27, 2017 ("Amendment No. 3") (the Initial 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4 may be collectively referred to herein as the “Schedule 13D”). This Amendment No. 4 relates to common units representing limited partner interests (“Common Units”) in Delek Logistics Partners, LP, a Delaware limited partnership (the “Issuer”). Only those items of the Schedule 13D that are being amended hereby are included herein.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following at the end thereof:
On March 1, 2017 and March 2, 2017, Delek Marketing purchased 1,706 Common Units pursuant to the terminated Rule 10b5-1 trading plan adopted on November 11, 2016 (the "Old Plan") for an approximate aggregate purchase price of $51,145.00. Also on March 2, 2017, Delek Marketing adopted a Rule 10b5-1 trading plan (the “New Plan”). Between March 3, 2017 and March 9, 2017, inclusive, using cash on hand, Delek Marketing purchased 19,594 Common Units pursuant to the New Plan for an approximate aggregate purchase price of $613,333.14. A copy of the New Plan is attached as Exhibit 2 to this Amendment No. 4.
Item 4.    Purpose of Transaction
Item 4(a) is hereby amended and supplemented by incorporating by reference the information provided or incorporated by reference in Item 3.
Item 5.    Interest in Securities of the Issuer
Item 5(a) is hereby amended and restated in its entirety as follows:
(a) (1) Delek Marketing is the record and beneficial owner of 2,486,927 Common Units, which, based on there being 24,328,607 Common Units outstanding as of March 7, 2017, represents approximately 10.2% of the outstanding Common Units of the Issuer.
(2) Lion Oil is the record and beneficial owner of 12,611,465 Common Units, which, based on there being 24,328,607 Common Units outstanding as of March 7, 2017, represents approximately 51.8% of the outstanding Common Units of the Issuer.
(3) Delek does not directly own any Common Units of the Issuer; however, as the sole member of Delek Marketing and the sole stockholder of Lion Oil, it may be deemed to beneficially own the 15,098,392 Common Units held of record by Delek Marketing and Lion Oil, which based on there being 24,328,607 Common Units outstanding as of March 7, 2017, represents approximately 62.0% of the outstanding Common Units of the Issuer.
(4) In addition, as of the date of this report, certain of the Covered Individuals beneficially own the number and percentage of Common Units set forth in the following table.



Name
 
Common Units 
Beneficially  Owned
 
 
Percentage of  Class 
Beneficially Owned
 
Ezra Uzi Yemin
 
 
226,278
 
 
 
*
 
Assaf Ginzburg
 
 
12,876
 
 
 
*
 
Frederec C. Green
 
 
61,286
 
 
 
*
 
Donald N. Holmes
 
 
12,285
 
 
 
*
 
Gary M. Sullivan, Jr.
 
 
6,944
 
 
 
*
 
Daniel L. Gordon
 
 
1,027
 
 
 
*
 
Charles H. Leonard
 
 
1,500
 
 
 
*
 
Carlos Jorda
 
 
2,000
 
 
 
*
 

*    Less than 1% of the class beneficially owned. 

Item 5(c) is hereby amended and supplemented as follows:
(c) The following table sets forth all transactions with respect to the Common Units effected during the 60 day period ended March 9, 2017. Each of the transactions was an open-market purchase by the person listed.
Name
Date of Transaction
Amount of Common Units
Weighted Average Price per Common Units
Price Range for Purchased Common Units
Delek Marketing
 
3/1/2017
 
400
 
$29.9125
 
$29.85-$30.00
Delek Marketing
 
3/2/2017
 
1,306
 
$30
 
$30.00
Delek Marketing
 
3/3/2017
 
3,100
 
$31.3125
 
$30.95-$31.50
Delek Marketing
 
3/6/2017
 
4,200
 
$31.4262
 
$31.10-$31.65
Delek Marketing
 
3/7/2017
 
2,400
 
$31.4646
 
$31.05-$31.90
Delek Marketing
 
3/8/2017
 
4,522
 
$31.4313
 
$31.00-$31.95
Delek Marketing
 
3/8/2017
 
450
 
$32.0444
 
$32.00-$32.10
Delek Marketing
 
3/9/2017
 
4,922
 
$30.9238
 
$30.45-$31.25

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by incorporating by reference herein the information provided or incorporated by reference in Item 4.

Item 7.    Material to Be Filed as Exhibits
 
 
EXHIBIT 2
 
Rule 10b5-1 Trading Plan of Delek Marketing & Supply, LLC, dated March 2, 2017.
 
 
 




SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: March 9, 2017
 
 
 
DELEK US HOLDINGS, INC.
 
 
By:
 
/s/ Assaf Ginzburg
 
 
Name: Assaf Ginzburg
 
 
Title: Executive Vice President and Chief Financial Officer

 
 
 
DELEK MARKETING & SUPPLY, LLC
 
 
By:
 
/s/ Assaf Ginzburg
 
 
Name: Assaf Ginzburg
 
 
Title: Executive Vice President and Chief Financial Officer
 
 
LION OIL COMPANY
 
 
By:
 
/s/ Assaf Ginzburg
 
 
Name: Assaf Ginzburg
 
 
Title: Executive Vice President and Chief Financial Officer
 
 



EXHIBIT INDEX
 
 
 
EXHIBIT 2
 
Rule 10b5-1 Trading Plan of Delek Marketing & Supply, LLC, dated March 2, 2017.


EX-2 2 delekbarclays10b5-1plan030.htm EXHIBIT 2 Exhibit


barclayslogo2.jpg

COMPANY STOCK PURCHASE AND 10b5-1 TRADING PLAN
Company Name: Delek Marketing & Supply, LLC
Date: March 2, 2017 (the “Effective Date”)
1.    This agreement constitutes a written plan (the “Plan”) for the purchase of Delek Logistics Partners LP’s (the “Partnership’s”) common units (hereinafter referred to as the “Units”). The parties intend that the Plan shall constitute a binding contract or instruction satisfying the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
2.    The Company hereby authorizes Barclays Capital Inc. (“Barclays”) to purchase Units on behalf of Delek Marketing & Supply, LLC (the “Company”) in accordance with the following terms:
Class of Securities subject to the Plan: Common Units representing limited partner interests in the Partnership (ticker symbol: “DKL”)
Name of primary listing exchange for the Units (the “Exchange”): New York Stock Exchange
Aggregate amount of Units covered by the Plan: Refer to Schedule A, attached hereto and incorporated herein by this reference.
Commencement date of purchases under the Plan: Refer to Schedule A.
Purchase price for purchases under the Plan: Refer to Schedule A
During the term of the Plan, the Company will not exercise or attempt to exercise authority, influence or control over any purchases executed by Barclays or its affiliates pursuant to the Plan.
3.    Representations, Warranties and Agreements:
(a)    The Company agrees to pay Barclays for all Units purchased under the Plan (including all commissions in an amount of 2 cents ($0.02) per share on or prior to the regular settlement date for such Units (currently, T + 3), as instructed by Barclays.
The Company acknowledges and agrees that any failure to make any payment may result in all or part of the Plan not being executed or the Plan being terminated. Against such payment, Barclays shall transfer pursuant to the delivery instructions set forth in Schedule A, all Units so purchased.
(b)    The Company directs Barclays, subject to the limitations set forth in Schedule A, to exercise its professional trading discretion and execute the purchases specified in the Plan in compliance with all applicable and required laws, rules and regulations. If Barclays does not purchase the full number of Units to be purchased in any trading center (as defined in Rule 600(b)(78) of Regulation NMS) on any Trading Day (as defined below) during the term of the Plan pursuant to Schedule A, the Company directs Barclays not to increase the number of Units to be purchased in any subsequent Trading Day during the term of the Plan, except as provided otherwise in Schedule A. Barclays will provide purchase information to the Company daily by phone or e-mail, and trade confirmations will be sent following the transaction date (any such information sent by e-mail shall be sent to amber.ervin@delekus.com, or such other e-mail address as the Company may specify from time to time; fax delivery shall be made in accordance with the provisions of section 3(n) below).
(c)    All purchases will only be executed on Trading Days that occur during the Execution Period (as defined in Schedule A). A “Trading Day” is any day that the Exchange or a trading center is open for business and the Units trade regular way thereon.
(d)    Any fractional number of Units pursuant to the Plan will be rounded down to the closest whole number. In the event of any stock split, reverse stock split or stock dividend with respect to the Units or any change in capitalization with respect

1



to the Partnership that occurs during the term of the Plan, this Plan shall automatically terminate unless the parties agree otherwise in writing in accordance with paragraph 3(o) below.
(e)    The Company acknowledges and agrees that Barclays may elect not to purchase Units pursuant to the Plan at any time when (i) Barclays, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities or other crisis or calamity has occurred or (ii) Barclays, in its sole discretion, has determined that it is prohibited from doing so by a legal, regulatory (including without limitation Regulation M), reputational, contractual or other restriction applicable to it or its affiliates or to the Company, the Partnership or the Company or the Partnership’s affiliates. In any such event, Barclays shall provide to Company prompt notice of such election.
(f)    The Plan shall terminate on the earliest to occur of (i) the close of business on December 31, 2017, (ii) the date on which Barclays completes the purchase of the full dollar value of Units that may be purchased during the Execution Period in accordance with Schedule A, (iii) the date that the Company, the Partnership or any other person publicly announces a tender or exchange offer with respect to the Units, (iv) the date of public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Company or the Partnership as a result of which the Units are to be exchanged or converted into securities of another company, (v) the date of public announcement of the voluntary or involuntary liquidation, bankruptcy, insolvency, or nationalization of, or any analogous proceeding affecting, the Company or the Partnership, and (vi) the first Trading Day after the Company or Barclays, as the case may be, notifies the other in writing that the Plan shall terminate.
(g)    The Company represents and warrants that it is not, on the date hereof, in possession of any material non-public information regarding the Partnership or the Units. Information is “Material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Information is “Non-public” if it has not been disseminated in a manner making it available to investor generally. The Company agrees not to communicate, directly or indirectly, any material non-public information relating to the Units or the Partnership to any employee of Barclays or its affiliates who is involved, directly or indirectly, in executing the Plan at any time while the Plan is in effect.
(h)    The Company represents and warrants that they are currently in an open trading window, that the Plan does not violate the Company or the Partnership’s trading policy and that the Plan complies with Rule 10b5-1.
(i)    The Company represents and warrants that the Plan does not violate or conflict with any law, regulation, contract, policy, judgment, order, decree or undertaking applicable to the Company or the Partnership or to which the Company or the Partnership is a party. The Company agrees to notify Barclays in writing if it becomes subject to a legal, regulatory, contractual or other restriction that would cause transactions pursuant to the Plan to violate or conflict with any such law, regulation, contract, policy, judgment, order, decree or undertaking (it being understood that the Company coming into possession of material non-public information during the term of the Plan shall not constitute such a restriction).
(j)    The Company further represents and warrants that any consents or authorizations required to be obtained with respect to the Plan and use of the Account to effect the Plan under any such law, regulation, contract, policy, judgment, order, decree, board resolution or undertaking have been obtained and are in full force and effect and that all conditions of any such consents and authorizations have been complied with. The Company also represents and warrants that the purchase of Units pursuant to the Plan has been duly authorized by the Company and the Partnership and is consistent with the Company and the Partnership’s publicly announced share purchase program.
(k)    The Company agrees that it shall not (except through Barclays or an affiliate thereof), and its affiliated purchasers (as defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18” or the “safe harbor”)) shall not, directly or indirectly (including by means of a derivative instrument) enter into any transaction to purchase any Units during the Execution Period.
(l)    The Company acknowledges that neither Barclays nor any of its affiliates has advised the Company with respect to any legal, regulatory, tax, accounting or economic consequences arising from the Plan or any transactions under the Plan.
(m)    The Company represents and warrants that the Plan is being entered into in good faith and is not part of a plan or scheme to evade the prohibitions of Rule 10b5‑1. While the Plan is in effect, the Company agrees not to enter into or alter, either directly or indirectly through an affiliated entity, any corresponding or hedging transaction or position with respect to the Units covered by the Plan and agrees not to alter (except as provided in paragraph 3(t) below) or deviate from, or attempt to exercise any influence over how, when or whether transactions are executed pursuant to, the terms of the Plan. The Company further agrees not to (i) enter into a binding contract with respect to the purchase or sale of Units during the Execution Period with another broker, dealer or financial institution, (ii) instruct another Financial Institution to purchase or sell Units during

2



the Execution Period or (iii) adopt a plan for trading the Units during the Execution Period except through Barclays or an affiliate thereof. In addition, the Company represents that no such contract, instruction or plan is currently in effect.
(n)    The Company agrees to indemnify and hold harmless Barclays and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or relating to the Plan (including, but not limited to, a breach of the Company’s representations, warranties or covenants in the Plan), except to the extent that such claims or cause of actions arise out of or relate to Barclays’ failure to perform or fulfill any of its covenants or obligations under paragraph 3(p) of this Plan or Barclays’ acts of willful misconduct or bad faith. This indemnification shall survive termination of the Plan.
(o)    The Company understands that, while the Barclays Equity Corporate Services Desk is executing transactions on behalf of the Company pursuant to this Plan, other desks at Barclays that are not participating in such transactions and are not aware of the Company’s purchases may continue making a market in the Units or otherwise trade the Units in Barclay’s own account or to facilitate client transactions.
(p)    Barclays agrees that at no time shall its trading in the market on behalf of the Company employ manipulative or deceptive devices or contrivances in violation of Section 10(b) of the Exchange Act. Further; Barclays acknowledges the interest of the Company and the Partnership in connection with such purchases to avail itself of the safe harbor provided by Rule 10b-18 and Barclays agrees to comply with the conditions of Rule 10b-18(b)(2)-(4), and with respect to the price conditions set forth in Rule 10b-18(b)(3), Barclays shall not knowingly exceed the highest independent bid or the last independent transaction price, whichever is higher, quoted or reported in the consolidated system at the time the Rule 10b-18 purchase is effected.
(q)    Notwithstanding any other provision hereof, Barclays shall not be liable to the Company for (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.
(r)    The Company acknowledges and agrees that the Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.
(s)    All notices to Barclays under the Plan shall be given to Barclays in the manner specified by the Plan by telephone at (212) 526-7850, by facsimile at (212) 526-3319 or (646) 758-3693 or by certified mail or nationally recognized overnight courier to the address below:
Equity Corporate Services
Barclays Capital Inc.
745 Seventh Avenue, 3rd Floor
New York, NY 10019-6801
Telephone: 212-526-5249    
Attention: Robert Arrix, Director            
Email: Robert.Arrix@barclayscapital.com
    
    

All notices to the Company under this Plan shall be given by facsimile to the number set forth below or by nationally recognized overnight courier or certified mail to the address below:

Delek Marketing & Supply, LLC
c/o Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Attention: General Counsel
Email: amber.ervin@delekus.com
Fax: (615) 224-6362

3




For the avoidance of doubt, any notice or other document which may be given or served by either party to the other shall be deemed to have been duly given or served on the other parties when actually received. In the case of sending by fax as aforesaid any such notice shall be deemed to have been received upon written or oral confirmation of receipt by the parties.

(t)    Any modification or amendment by the parties further requires (i) the written consent of Barclays, which consent shall specify the effective date of the modified or amended Plan and (ii) (1) a certificate signed by the Company certifying that the representations and warranties in this Plan are true and correct at and as of the date of such certificate as if made at and as of such date, or (2) the execution of a new Plan, as determined by Barclays in its sole discretion. The Company may not assign the Company’s rights or obligations under the Plan without the written permission of Barclays and any such assignment without such permission shall be void. The Plan shall be subject to the terms and conditions of any Barclays standard account opening documentation, including but not limited to, the Account Agreement For Corporate Purchases between Barclays and Company and, in the event of any conflicts between these two such documents, the terms and conditions of this Plan shall prevail.

(u)    The Plan shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by the Company and Barclays.
(v)     This Plan constitutes the entire agreement between the Company and Barclays with respect to the Plan and supersedes any prior agreements or understandings with regard to the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
Delek Marketing & Supply, LLC                BARCLAYS CAPITAL INC.

By: __/s/Frederec Green_______________            By: _/s/ Robert Filippone____________

Name:_Frederec Green_____________            Name:_ Robert Filippone____________

Title:__EVP_______________________            Title:_Vice President _______________


Delek Marketing & Supply, LLC                

By: _/s/ Danny C. Norris________________            

Name:_Danny C. Norris _____________            

Title:_VP/CAO_____________________            












4



SCHEDULE A

PURCHASE INSTRUCTIONS

A.    For purposes of this Plan, the term “Execution Period” shall mean the following period beginning March ___, 2017 and ending December 31, 2017.

Barclays shall not purchase Units under this Plan either prior to or after the Execution Period.
B.    During the Execution Period, Barclays shall purchase up to the 10b-18 daily maximum for the Company on each Trading Day under ordinary principles of best execution at the then-prevailing market price, except that Barclays shall not purchase:
(i)     more than the $22,501,630.61 in Units pursuant to this plan and the Client Agreement For Corporate Purchases dated March 2, 2017 by and between Delek Marketing & Supply, LLC and Barclays Capital Inc. during the aggregate Execution Period;
(ii)     any Units at a price higher than $36.00.
C.    Barclays shall transfer all Units purchased under this Plan to the Company’s transfer agent (which shall be American Stock Transfer & Trust Company, LLC, Attention: Philip Velez, 6201 15th Avenue, Brooklyn, NY 11219, Telephone (718) 921-8200, Extension 6508, Facsimile (718) 765-8713, E-mail: pvelez@amstock.com, until the Company provides written notice to Barclays of a change in the identity of the transfer agent) prior to the date of settlement.



5

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