Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSONS

   CB-Blueknight, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  0% *

  TYPE OF REPORTING PERSON

  OO

Based on a total of 35,125,202 Series A preferred units representing limited partner interests (Series A Preferred Units) in Blueknight Energy Partners, L.P. (the Issuer), as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the 2019 Q1 Form 10-Q).

  NAME OF REPORTING PERSONS

   Charlesbank Equity Fund VII, Limited Partnership

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Massachusetts

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  0% **

  TYPE OF REPORTING PERSON

  PN

CB-Blueknight, LLC (Charlesbank) is managed by Charlesbank Equity Fund VII, Limited Partnership (Fund VII). As such, Fund VII may be deemed to share voting and dispositive power over the reported securities of Charlesbank; thus, Fund VII may also be deemed to be the beneficial owner of the reported securities of Charlesbank. Fund VII disclaims beneficial ownership of the reported securities of Charlesbank in excess of its pecuniary interest in the securities.

Based on a total of 35,125,202 Series A Preferred Units, as reported in the 2019 Q1 Form 10-Q.

  NAME OF REPORTING PERSONS

   Charlesbank Equity Fund VII GP, Limited Partnership

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Massachusetts

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  0% **

  TYPE OF REPORTING PERSON

  PN

Charlesbank is managed by Fund VII. Charlesbank Equity Fund VII GP, Limited Partnership (Fund VII GP) is the general partner of Fund VII. As such, Fund VII GP may be deemed to share voting and dispositive power over the reported securities of Charlesbank; thus, Fund VII GP may also be deemed to be the beneficial owner of the reported securities of Charlesbank. Fund VII GP disclaims beneficial ownership of the reported securities of Charlesbank in excess of its pecuniary interest in the securities.

Based on a total of 35,125,202 Series A Preferred Units, as reported in the 2019 Q1 Form 10-Q.

  NAME OF REPORTING PERSONS

   Charlesbank Capital Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Massachusetts

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  0% **

  TYPE OF REPORTING PERSON

  PN

Charlesbank is managed by Fund VII. Charlesbank Capital Partners, LLC (Charlesbank Capital) is the general partner of Fund VII GP, which is the general partner of Fund VII. As such, Charlesbank Capital may be deemed to share voting and dispositive power over the reported securities of Charlesbank; thus, Charlesbank Capital may also be deemed to be the beneficial owner of the reported securities of Charlesbank. Charlesbank Capital disclaims beneficial ownership of the reported securities of Charlesbank in excess of its pecuniary interest in the securities.

Based on a total of 35,125,202 Series A Preferred Units, as reported in the 2019 Q1 Form 10-Q.

201 NW 10th, Suite 200

Oklahoma City, Oklahoma 73103

This Schedule 13G is being filed jointly by CB-Blueknight, LLC, Charlesbank Equity Fund VII, Limited Partnership, Charlesbank Equity Fund VII GP, Limited Partnership, and Charlesbank Capital Partners, LLC pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by any other Reporting Person. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person.

Charlesbank is managed by Fund VII. Charlesbank Capital is the general partner of Fund VII GP, which is the general partner of Fund VII. As such, each of Charlesbank Capital, Fund VII GP and Fund VII may be deemed to share voting and dispositive power over the reported securities of Charlesbank; thus, each of Charlesbank Capital, Fund VII GP and Fund VII may also be deemed to be the beneficial owner of the reported securities of Charlesbank. Charlesbank Capital serves as the investment advisor to Fund VII and to certain other affiliated funds that have a pecuniary interest in the securities of the Issuer owned by Charlesbank but do not control Charlesbank. Each of Charlesbank Capital, Fund VII GP and Fund VII disclaims beneficial ownership of the reported securities of Charlesbank in excess of its pecuniary interest in the securities. The investment committee of Charlesbank Capital has voting and investment power over the Series A Preferred Units held by Charlesbank. The investment committee of Charlesbank Capital consists of Samuel P. Bartlett, Darren A. Battistoni, Joshua N. Beer, J. Ryan Carroll, Michael W. Choe, Kim G. Davis, Michael R. Eisenson, Sandor M. Hau, Andrew S. Janower, Joshua A. Klevens, Hiren V. Mankodi, Stephanie Paré Sullivan and Brandon C. White. Each of Messrs. Bartlett, Battistoni, Beer, Carroll, Choe, Davis, Eisenson, Hau, Janower, Klevens, Mankodi and White and Ms. Sullivan disclaim beneficial ownership of the securities beneficially owned by Charlesbank, except to the extent of any pecuniary interest therein.

The address of principal business office for each Reporting Person is:

200 Clarendon Street, Floor 54,

Charlesbank is a limited liability company organized under the laws of the State of Delaware. Charlesbank Capital is a limited liability company organized under the laws of the Commonwealth of Massachusetts.

Fund VII GP is a limited partnership organized under the laws of the Commonwealth of Massachusetts.

Fund VII is a limited partnership organized under the laws of the Commonwealth of Massachusetts.

☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

☐   An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

☐   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

☐   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

☐   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

☐   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.