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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 | (1) | 03/03/2005 | P | 2,616,250 | (2) | (3) | Common Units Representing Limited Partner Interests | 2,616,250 | $ 31.92 (4) | 2,616,250 | I | By Pacific Energy GP, LLC (5) | |||
Subordinated Units Representing Limited Partner Interests | (1) | 03/03/2005 | P | 2,616,250 | (6) | (3) | Common Units Representing Limited Partner Interests | 2,616,250 | $ 30.27 (4) | 2,616,250 | I | By Pacific Energy GP, LLC (5) | |||
Subordinated Units Representing Limited Partner Interests | (1) | 03/03/2005 | P | 5,232,500 | (7) | (3) | Common Units Representing Limited Partner Interests | 5,232,500 | $ 29.28 (4) | 5,232,500 | I | By Pacific Energy GP, LLC (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEHMAN BROTHERS HOLDINGS INC 745 SEVENTH AVENUE NEW YORK, NY 10019 |
See Remark (1) below |
Barrett S. DiPaolo, Vice President and Authorized Signatory | 03/07/2005 | |
**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) | 1-for-1 |
(2) | 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, 2005, assuming certain financial tests in the Issuer's partnership agreement have been satisfied. |
(3) | None. |
(4) | The Subordinated Units acquired are assets of Pacific Energy GP, LLC, the general partner of the Issuer. The transaction reported is the acquisition by LB Pacific, LP of 100% of the equity interests of Pacific Energy GP, LLC. The allocation of a portion of the aggregate purchase price to the Subordinated Units was determined by agreement of the parties based on relative fair market values. |
(5) | The Subordinated Units are held by Pacific Energy GP, LLC, 100% of the equity interests in which are held by LB Pacific, LP. See Remark (1). |
(6) | 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. |
(7) | 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: Remark (1) - This form is a joint filing with the following affiliates of the Reporting Person: Lehman Brothers Inc., a Delaware corporation, LB I Group Inc., a Delaware corporation, LB Pacific GP, LLC, a Delaware limited liability company and LB Pacific, LP, a Delaware limited partnership. Lehman Brothers Holdings Inc. owns 100% of Lehman Brothers Inc. which owns 100% of LB I Group Inc., which owns 100% of LB Pacific GP, LLC and LB Pacific, LP. LB Pacific, LP owns 100% of Pacific Energy GP, LLC, which owns 100% of the subordinated units representing limited partner interests in the Issuer that are being reported hereon. This Form 4 is reporting the contemporaneous indirect acquisition of the subordinated units representing limited partner interests in the Issuer by virtue of the acquisition of the equity interests of Pacific Energy GP, LLC by LB Pacific, LP. Subsequent to that transaction, Pacific Energy GP, LLC distributed the subordinated units to LB Pacific, LP and Pacific Energy GP, LLC was converted into a limited partnership called Pacific Energy GP, LP. Lehman Brothers Holdings Inc., Lehman Brothers Inc., LB I Group Inc., LB Pacific GP, LLC and LB Pacific, LP may be deemed to be directors or officers of the Issuer by virtue of LB Pacific, LP's ownership of 100% of the the equity interests in the general partner of the Issuer acquired on March 3, 2005. However, such status is not acknowledged. This report is being filed by Lehman Brothers Holdings Inc. Other Joint Filer(s): Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019; LB I Group Inc., 745 Seventh Avenue, New York, New York 10019; LB Pacific GP, LLC, 399 Park Avenue, Ninth Floor, New York, New York 10022; and LB Pacific, LP, 399 Park Avenue, Ninth Floor, New York, New York 10022. Barrett S. DiPaolo is signing on behalf of all Joint Filers. |