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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subordinated Units Representing Limited Partner Interests | (2) | 05/11/2006 | P | 285,123.67 | (3) | (4) | Common Units Representing Limited Partner Interests | 285,123.67 | (1) | 1,071,040 | I | See Remark (1), below | |||
Subordinated Units Representing Limited Partner Interests | (2) | 05/11/2006 | P | 570,247.33 | (5) | (4) | Common Units Representing Limited Partner Interests | 570,247.33 | (1) | 2,142,080 | I | See Remark (1), below |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FIRST RESERVE GP X INC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | See Remarks (1), (2), below | ||
FIRST RESERVE GP X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | See Remarks (1), (2) | ||
First Reserve Pacific Holdings AIV, L.P. ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | See Remarks (1), (2) |
Anne E. Gold, Assistant Secretary of First Reserve GP X, Inc., is signing on its behalf as the designated filer, and on behalf of the FRC Entities as defined in Remark (1), above. | 05/15/2006 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In the Capacity Described Above | 05/15/2006 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In the Capacity Described Above | 05/15/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Units reported in this transaction were acquired in connection with the purchase of a 10.9% interest in LB Pacific, LP and LB Pacific GP, LLC, for which the aggregate purchase price was $29,250,000. |
(2) | 1-for-1. |
(3) | The Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2006, assuming certain financial tests in the Issuer?s partnership agreement have been satisfied. |
(4) | None. |
(5) | The Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2007, assuming certain financial tests in the Issuer?s partnership agreement have been satisfied. |
Remarks: (1) First Reserve GP X, Inc. ("First Reserve") is the general partner of First Reserve GP X, L.P. ("GP X"). GP X is the general partner of First Reserve Pacific Holdings AIV, L.P. ("Holdings LP"). Following the transaction that is the subject of this Form 4, Holdings LP directly owns a 40.94% limited partner interest in LB Pacific, LP ("LB LP") and a 40.98% membership interest in LB Pacific GP, LLC ("LB LLC"). The Common Units and Subordinated Units of the Issuer that are the subject of this Form 4 are directly owned by LB LP. LB LLC is the sole general partner of LB LP. LB LP is the sole limited partner of Pacific Energy GP, LP, which is the sole general partner of the Issuer. LB LP is also the sole owner of Pacific Energy Management, LLC, which is the sole general partner of Pacific Energy GP, LP. GP X and Holdings LP are controlled by First Reserve. GP X and Holdings LP are collectively referred to herein as the "FRC Entities," This Form 4 is reporting the contemporaneous indirect acquisition by the reporting persons of Common Units and Subordinated Units pursuant to the acquisition by Holdings LP of approximately 10.9% of the limited partner interests of LB LP and membership interests of LB LLC. (2) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization. |