Arc Logistics Partners LP
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(Name of Issuer)
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Common Units
Representing Limited Partner Interests
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(Title of Class of Securities)
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03879N101
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(CUSIP Number)
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November 16, 2016
|
(Date of Event which Requires Filing of this Statement)
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☐
|
Rule 13d-1(b)
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☒
|
Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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CUSIP No.
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03879N101
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1
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NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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|
|||
Karman D. Parker
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
|
|
|
|
|
|
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|||
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||||
6
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SHARED VOTING POWER
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||
1,088,076
|
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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||
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|
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|||
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||||
8
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SHARED DISPOSITIVE POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||
5.6%
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|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
G. P. & W., Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Missouri
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Center Terminal Company-Cleveland
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Missouri
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Gary Parker Marital Trust U/T/A September 16, 1983
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Missouri
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Karman D. Parker Revocable Trust U/T/A June 30, 2015
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Missouri
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,088,076
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(a)
|
Name of Issuer: Arc Logistics Partners LP (the “Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
(a) |
Name of Person Filing:
|
(b) |
Address of Principal Business Office or, if None, Residence:
|
(c) | Citizenship: | Incorporated by reference from Item 4 of the Cover Pages |
(d) |
Title and Class of Securities: Common Units
|
(e) | CUSIP No.: | 03879N101 |
Item 3. |
Not applicable
|
Item 4.
|
Ownership
|
(a) |
Amount Beneficially Owned:
|
(b)
|
Percent of Class: 5.6% based on 19,477,021 common units of the Issuer outstanding as of November 17, 2016
|
(c)
|
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: Incorporated by reference from Item 5 of the Cover Pages
|
(ii) |
Shared power to vote or to direct the vote: Incorporated by reference from Item 6 of the Cover Pages
|
(iii) |
Sole power to dispose or to direct the disposition of: Incorporated by reference from Item 7 of the Cover Pages
|
(iv) |
Shared power to dispose or to direct the disposition of: Incorporated by reference from Item 8 of the Cover Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of more than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
|
Item 8. |
Identification and classification of members of the group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
KARMAN D. PARKER
|
GARY PARKER MARITAL TRUST U/T/A SEPTEMBER 16, 1983
|
|||
/s/ Karman D. Parker
|
By:
|
/s/ Karman D. Parker
|
||
Name:
|
Karman D. Parker
|
Name:
|
Karman D. Parker
|
|
Title:
|
Trustee
|
|||
G. P. & W., INC.
|
KARMAN D. PARKER REVOCABLE TRUST U/T/A JUNE 30, 2015
|
|||
By:
|
/s/ Karman D. Parker
|
By:
|
/s/ Karman D. Parker
|
|
Name:
|
Karman D. Parker
|
Name:
|
Karman D. Parker
|
|
Title:
|
Sole Director
|
Title:
|
Trustee
|
|
CENTER TERMINAL COMPANY-CLEVELAND
|
||||
By:
|
/s/ Karman D. Parker
|
|||
Name:
|
Karman D. Parker
|
|||
Title:
|
Sole Director
|
KARMAN D. PARKER
|
GARY PARKER MARITAL TRUST U/T/A SEPTEMBER 16, 1983
|
|||
/s/ Karman D. Parker
|
By:
|
/s/ Karman D. Parker
|
||
Name:
|
Karman D. Parker
|
Name:
|
Karman D. Parker
|
|
Title:
|
Trustee
|
|||
G. P. & W., INC.
|
KARMAN D. PARKER REVOCABLE TRUST U/T/A JUNE 30, 2015
|
|||
By:
|
/s/ Karman D. Parker
|
By:
|
/s/ Karman D. Parker
|
|
Name:
|
Karman D. Parker
|
Name:
|
Karman D. Parker
|
|
Title:
|
Sole Director
|
Title:
|
Trustee
|
|
CENTER TERMINAL COMPANY-CLEVELAND
|
||||
By:
|
/s/ Karman D. Parker
|
|||
Name:
|
Karman D. Parker
|
|||
Title:
|
Sole Director
|