Page 7 of 10 SEC Filing
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Not applicable.
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:
All 11,999,258 issued and outstanding Subordinated Units were converted into Common Units on a one-for-one basis, effective February 25, 2016, upon the expiration of the subordination period as set forth in the Issuer’s First Amended and Restated Agreement of Limited Partnership.
Item 4. Purpose of Transaction
Item 4(d) is hereby amended and restated in its entirety as follows:
(d) Delek, as majority indirect owner of the General Partner, increased the size of the General Partner’s board of directors to eight members. The General Partner has sole responsibility for conducting the Issuer’s business and managing its operations and is ultimately controlled by Delek. Some of Delek’s executive officers and directors will also serve as executive officers or directors of the General Partner. Neither the General Partner nor its board of directors will be elected by the Issuer’s unitholders. Through its ownership of 100% of the capital stock of Delek Services, Delek will have the ability to elect all the members of the board of directors of the General Partner.
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 2,187,051 Common Units, which, based on there being 24,276,789 Common Units outstanding as of February 26, 2016, represents 9.0% 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 24,276,789 Common Units outstanding as of February 26, 2016, represents 51.9% 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 14,798,516 Common Units held of record by Delek Marketing and Lion Oil, which based on there being 24,276,789 Common Units outstanding as of February 26, 2016, represents 61.0% 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 | | | 208,631 | | | | 1.7 | % | |
| Assaf Ginzburg | | | 9,242 | | | | * | | |
| Frederec C. Green | | | 54,020 | | | | * | | |
| Donald N. Holmes | | | 10,465 | | | | * | | |
| Kent B. Thomas | | | 10,271 | | | | * | | |
| Harry P. (Pete) Daily | | | 11,121 | | | | * | | |
| Gary M. Sullivan, Jr. | | | 4,948 | | | | * | | |
| Daniel Gordon | | | 300 | | | | * | | |
* Less than 1% of the class beneficially owned.
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