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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Units | (1) | 08/06/2018 | J | 5,769,231 | (1) | (1) | Common Units Representing Limited Partner Interests | 5,769,231 (1) | $ 0 (2) | 5,769,231 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| STEPHENSON CC JR 5727 S. LEWIS AVENUE, SUITE 300 TULSA, OK 74114 |
X | See Remarks | ||
| /s/ Richard M. Carson, Attorney-in-Fact for Charles C. Stephenson, Jr. | 08/06/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Series A Preferred Units are convertible into common units representing limited partner interests ("Common Units") in the Issuer in connection with a change of control of the Issuer or after May 29, 2021, at the option of the Issuer or Stephenson Equity (as defined below), and have no expiration date. The Series A Preferred Units will generally convert into Common Units on a one-to-one basis but may convert at a higher ratio of Common Units to Series A Preferred Units under certain circumstances. The conversion terms and other features of the Series A Preferred Units are more fully described in the First Amendment to First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P. dated as of May 29, 2018, attached as Exhibit 3.1 to the Current Report on Form 8-K filed May 31, 2018 by the Issuer with the Securities and Exchange Commission. |
| (2) | The Series A Preferred Units previously were held by Stephenson Equity, Co. No. 3, a Texas general partnership ("Stephenson Equity"), in which Mr. Stephenson and his wife each hold partnership interests. As a result of a distribution of the Series A Preferred Units from Stephenson Equity, Mr. Stephenson now owns such units directly. |
| Remarks: The Reporting Person is a director of Cypress Energy Partners GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. | |