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Filing Details

Accession Number:: 0001123292-18-000188
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-01-26 17:03:52
Reporting Period:: 2018-01-24

Accepted Time:: 2018-01-26 17:03:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1392091	Blueknight Energy Partners L.p.	BKEP	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1343838	Msd Torchlight Partners, L.p.	645 Fifth Avenue, 21St Floor New York NY 10022		No	No	Yes	No
1514334	Msd Partners, L.p.	645 Fifth Avenue, 21St Floor New York NY 10022		No	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	Acquisiton	2018-01-24	519,125	$5.45	3,313,951	Yes	4	X	Indirect	See footnotes
Common Units	Disposition	2018-01-24	2,794,826	$5.17	519,125	No	4	S	Indirect	See footnotes
Common Units	Disposition	2018-01-24	279,125	$5.18	240,000	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Yes	4	X	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units	Total Return Equity Swap	Disposition	2018-01-24	1	$0.00	519,125	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			Yes	4	X	Indirect

Footnotes

This statement is jointly filed by and on behalf of each of MSD Partners, L.P ("MSD Partners") and MSD Torchlight Partners, L.P. ("MSD Torchlight"). MSD Torchlight is the record and direct beneficial owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities owned by, MSD Torchlight. MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities owned by, MSD Partners. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD GP and may be deemed to have or share voting and/or dispositive power over the securities beneficially owned by MSD GP. Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
Each reporting person and each of Messrs. Fuhrman, Phelan and Lisker may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"). Each reporting person and each of Messrs. Fuhrman, Phelan and Lisker declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
On August 21, 2008, MSD Torchlight entered into a total return equity swap ("Total Return Swap") with Citibank, NA New York ("Citibank") with a reference price of $8.8167. Under the terms of the Total Return Swap (i) MSD Torchlight is obligated to pay to Citibank any negative price performance of the 519,125 Common Units subject to the Total Return Swap as of the expiration or closing date of the Total Return Swap, plus interest, and (ii) Citibank is obligated to pay to MSD Torchlight any positive price performance of the 519,125 Common Units subject to the Total Return Swap as of the expiration date of such Total Return Swap. Any dividends that would be payable on the 519,125 Common Units during the term of the Total Return Swap will be paid to MSD Torchlight.
The Total Return Swap had an expiration date of August 20, 2018, although MSD Torchlight had the right to terminate and close out the Total Return Swap early. The Total Return Swap was settled on January 24, 2018.