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Filing Details

Accession Number:: 0001181431-13-045360
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-16 17:38:49
Reporting Period:: 2013-08-14

Filing Date:: 2013-08-16
Accepted Time:: 2013-08-16 17:38:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1574963	World Point Terminals Lp	WPT	Wholesale-Petroleum Bulk Stations & Terminals (5171)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1494927	World Point Terminals, Inc.	8235 Forsyth Boulevard, Suite 400 St. Louis MO 63105	Yes	No	Yes	No
1583783	Trust Dynasty Novelly	C/O World Point Terminals, Lp 8235 Forsyth Boulevard, Suite 400 St. Louis MO 63105	Yes	No	Yes	No
1583787	Trust Family Novelly	C/O World Point Terminals, Lp 8235 Forsyth Boulevard, Suite 400 St. Louis MO 63105	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units (Limited Partner Interests)	Acquisiton	2013-08-14	1,312,500	$0.00	1,312,500	No	4	A	Direct
Common Units (Limited Partner Interests)	Acquisiton	2013-08-14	11,301,257	$0.00	11,301,257	No	4	A	Indirect	By CPT Subsidiary
Common Units (Limited Partner Interests)	Disposition	2013-08-14	4,878,250	$18.80	6,423,007	No	4	S	Indirect	By CPT Subsidiary

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	A	Indirect	By CPT Subsidiary
No	4	S	Indirect	By CPT Subsidiary

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units (Limited Partner Interests)	Subordinated Units (Limited Partner Interests)	Acquisiton	2013-08-14	16,485,507	$0.00	16,485,507	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
16,485,507			No	4	A	Indirect

Footnotes

This Form 4 is filed jointly by World Point Terminals, Inc. ("Parent"), the Novelly Dynasty Trust and the Novelly Family Trust (collectively, the "Trusts") in connection with the closing (the "Closing") of the initial public offering (the "IPO") and the related Closing transactions as reported in the Issuer's Registration Statement on Form S-1 (Registration No. 333 189396) (the "Registration Statement"). The Issuer is an indirect subsidiary of Parent. The Trusts collectively own a controlling interest in Parent and as such, may be deemed to indirectly beneficially own the securities held by Parent. The trustees of the Trusts have shared investment and voting control over the securities held by Parent, but may exercise such control only with the support of a majority of the trustees. Continued in footnote 2.
Continued from footnote 1. As such, the Reporting Person(s) disclaim beneficial ownership of the securities of the Issuer held by the Parent. CPT 2010, LLC ("CPT Subsidiary") is a wholly-owned subsidiary of Parent. Parent and the Trusts may be deemed to indirectly beneficially own the securities held by CPT Subsidiary, but disclaim beneficial ownership except to the extent of their respective pecuniary interest therein, if any. WPT GP, LLC, is the general partner of the Issuer (the "General Partner").
Pursuant to a Contribution, Conveyance and Assumption Agreement executed as of the Closing, including but not limited to, the Issuer, Parent, the General Partner and CPT Subsidiary, effective as of the Closing, (i) Parent contributed certain property to the Issuer and assumed certain liabilities of the Issuer in exchange for 1,312,500 common units (the "Parent Common Units"), (ii) CPT Subsidiary contributed certain property to the Issuer in exchange for 11,301,257 common units (the "CPT Common Units") and 16,485,507 subordinated units (the "Subordinated Units"). Continued in footnote 4.
Continued from footnote 3. If the underwriters do not exercise their option to purchase additional common units in full, as of the Closing, Parent directly or indirectly holds approximately (i) 39.0% of the outstanding common units of the Issuer (represented by the Parent Common Units and the CPT Common Units), (ii) 100% of the outstanding subordinated units of the Issuer or (iii) an aggregate 73.5% of the limited partner interest in the Issuer (represented by the Parent Common Units, the CPT Common Units and the Subordinated Units). Parent also holds 20% of the Incentive Distribution Rights of the Issuer. The General Partner holds a 0.0% non economic interest in the Issuer.
Represents the public offering price of $18.80 per common unit less the underwriter's discount of $1.20 per common unit.
Each subordinated unit will convert into one common unit at the end of the Subordination Period.