Blueknight Energy Partners L.p. (BKEP): MSDC Management Adds to Its Shares

Page 4 of 6 – SEC Filing

Explanatory Note

This Amendment No. 9 (this “Amendment“) reflects changes to the information in the Schedule 13D relating to the Common Units of Blueknight Energy Partners, L.P., a Delaware master limited partnership (the “Partnership“) filed December 16, 2010 by MSD Capital, L.P. and MSD Torchlight, L.P. with the Securities and Exchange Commission (the “Commission“), as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed December 23, 2010, Amendment No. 2 to the Schedule 13D filed January 24, 2011, Amendment No. 3 to the Schedule 13D filed March 2, 2011, Amendment No. 4 to the Schedule 13D filed March 21, 2011, Amendment No. 5 to the Schedule 13D filed April 29, 2011, Amendment No. 6 to the Schedule 13D filed November 2, 2011, Amendment No. 7 to the Schedule 13D filed December 2, 2011, and Amendment No. 8 to the Schedule 13D filed June 8, 2012 by MSD Partners, L.P., formerly MSDC Management, L.P. (as amended, the “Schedule 13D“). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.  With the exception of the changes indicated below, the Schedule 13D is unchanged.

Item 2. Identity and Background.

Items 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The names of the persons filing this Amendment to Schedule 13D are MSD Partners, L.P., a Delaware limited partnership (“MSD Partners“), and MSD Torchlight Partners, L.P., a Delaware limited partnership (“MSD Torchlight“). MSD Partners and MSD Torchlight are collectively referred to herein as the “Reporting Persons.”

MSD Torchlight is the record and direct beneficial owner of the Common Units covered by this statement.  MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by MSD Torchlight.  MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners.  Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP.

The Reporting Persons have entered into a Joint Filing Agreement, dated August 26, 2016, a copy of which is filed with this Schedule 13D as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 5.	Interest in Securities of the Issuer
	Items 5(a) and (b) are hereby amended and restated in their entirety as follows:
	A.		MSD Partners, L.P.
			(a)	As of the date hereof, MSD Partners, L.P. beneficially owns, in aggregate, 5,192,232 Common Units (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units), representing 14% of the Partnership’s outstanding Common Units 37,049,876 Common Units outstanding as of July 28, 2016 as reported in the Partnership’s Form 10-Q filed on August 3, 2016).
			(b)	Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: -0-
				(ii)	Shared power to vote or direct the vote: 5,192,232
				(iii)	Sole power to dispose or direct the disposition: -0-
				(iv)	Shared power to dispose or direct the disposition: 5,192,232

	B.		MSD Torchlight Partners, L.P.
			(a)	As of the date hereof, MSD Torchlight Partners, L.P. beneficially owns, in aggregate, 5,192,232 Common Units (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units), representing 14% of the Partnership’s outstanding Common Units 37,049,876 Common Units outstanding as of July 28, 2016 as reported in the Partnership’s Form 10-Q filed on August 3, 2016).
			(b)	Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: -0-
				(ii)	Shared power to vote or direct the vote: 5,192,232
				(iii)	Sole power to dispose or direct the disposition: -0-
				(iv)	Shared power to dispose or direct the disposition: 5,192,232

	C.		MSD Partners (GP), LLC
			(a)	As of the date hereof, MSD Partners (GP), LLC beneficially owns, in aggregate, 5,192,232 Common Units (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units), representing 14% of the Partnership’s outstanding Common Units 37,049,876 Common Units outstanding as of July 28, 2016 as reported in the Partnership’s Form 10-Q filed on August 3, 2016).
			(b)	Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: -0-
				(ii)	Shared power to vote or direct the vote: 5,192,232
				(iii)	Sole power to dispose or direct the disposition: -0-
				(iv)	Shared power to dispose or direct the disposition: 5,192,232

	D.		Glenn R. Fuhrman
			(a)	As of the date hereof, Glenn R. Fuhrman beneficially owns, in aggregate, 5,192,232 Common Units (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units), representing 14% of the Partnership’s outstanding Common Units 37,049,876 Common Units outstanding as of July 28, 2016 as reported in the Partnership’s Form 10-Q filed on August 3, 2016).
			(b)	Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: -0-
				(ii)	Shared power to vote or direct the vote: 5,192,232
				(iii)	Sole power to dispose or direct the disposition: -0-
				(iv)	Shared power to dispose or direct the disposition: 5,192,232

	E.		Marc R. Lisker
			(a)	As of the date hereof, Marc R. Lisker beneficially owns, in aggregate, 5,192,232 Common Units (which includes 1,935,842 Common Units that MSD Torchlight, L.P. has the right to acquire within 60 days upon conversion of 1,935,842 Series A Preferred Units), representing 14% of the Partnership’s outstanding Common Units 37,049,876 Common Units outstanding as of July 28, 2016 as reported in the Partnership’s Form 10-Q filed on August 3, 2016).
			(b)	Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: -0-
				(ii)	Shared power to vote or direct the vote: 5,192,232
				(iii)	Sole power to dispose or direct the disposition: -0-
				(iv)	Shared power to dispose or direct the disposition: 5,192,232

Item 5(c) is hereby amended and supplemented as follows:

On August 24, 2016 MSD Torchlight sold 318,654 Common Units at a price of $5.8 in an open market transaction for an aggregate price of $1,848,193.2.  On August 25, 2016 MSD Torchlight sold 1,900 additional Common Units at a price of $5.7739 in an open market transaction for an aggregate price of $10,970.41.  Other than transactions described in this Amendment, there were no transactions in the Shares that were effected in the past sixty days by the Reporting persons.

Item 7.	Material to be filed as Exhibits
Exhibit 99.1	Joint Filing Agreement dated August 26, 2016