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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
TPC Group Inc. [ TXPI.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Stock, $0.01 Par Value(1)(2) | 02/25/2010 | S | 40,069 | D | $9.2 | 319,285 | I | By Ramius Enterprise Master Fund Ltd(3)(4) | ||
Common Stock, $0.01 Par Value(1)(2) | 02/25/2010 | S | 25 | D | $9.2 | 319,260 | I | By Ramius Enterprise Master Fund Ltd(3)(4) | ||
Common Stock, $0.01 Par Value(1)(2) | 02/25/2010 | S | 8,305 | D | $9.2 | 74,331 | I | By RCG PB, Ltd(5) | ||
Common Stock, $0.01 Par Value(1)(2) | 02/25/2010 | S | 1,601 | D | $9.2 | 72,730 | I | By RCG PB, Ltd(5) | ||
Common Stock, $0.01 Par Value(1)(2) | 1,451,405 | I | By Ramius Credit Opp. Master Fund Ltd(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. |
2. Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Credit Opportunities Master Fund Ltd and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
3. Shares of Common Stock beneficially owned by Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. |
4. On September 15, 2008, 25,000 Shares reported herein as being beneficially owned by Enterprise Master Fund (the Enterprise Frozen Shares) were frozen in Enterprise Master Fund's prime brokerage account as a result of the administration of Lehman Brothers International (Europe) (LBIE), which, through certain of its affiliates, was a prime broker for Enterprise Master Fund. The current status of the Enterprise Frozen Shares under LBIE's administration proceedings has not been determined. Enterprise Master Fund claims beneficial ownership over the Enterprise Frozen Shares until such time as a final determination concerning the Enterprise Frozen Shares is made. |
5. Shares of Common Stock beneficially owned by RCG PB, Ltd (RCG PB). Ramius Advisors, as the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. |
6. Shares of Common Stock beneficially owned by Ramius Credit Opportunities Master Fund Ltd (Ramius Credit Opportunities). Ramius Advisors, as the investment advisor of Ramius Credit Opportunities, may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Credit Opportunities. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Credit Opportunities. |
7. On September 15, 2008, 1,451,405 Shares reported herein as being beneficially owned by Ramius Credit Opportunities (the Frozen Shares) were frozen in Ramius Credit Opportunities' prime brokerage account as a result of the administration of LBIE, which, through certain of its affiliates, was a prime broker for Ramius Credit Opportunities. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Ramius Credit Opportunities claims beneficial ownership over the Frozen Shares until such time as a final determination concerning the Frozen Shares is made. |
Remarks: |
By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory | 03/01/2010 | |
By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory | 03/01/2010 | |
By: RCG PB, Ltd; By: /s/ Owen S. Littman, Authorized Signatory | 03/01/2010 | |
/s/ Ramius Credit Opportunities Master Fund, | 03/01/2010 | |
By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory | 03/01/2010 | |
** 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. |