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No Street GP LP – ‘SC 13G/A’ on 4/4/24 re: Green Plains Partners LP

On:  Thursday, 4/4/24, at 4:27pm ET   ·   Accession #:  1879202-24-25   ·   File #:  5-88912

Previous ‘SC 13G’:  ‘SC 13G/A’ on 2/27/24   ·   Latest ‘SC 13G’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/04/24  No Street GP LP                   SC 13G/A               1:28K  Green Plains Partners LP          Parkside Complia… LLC/FA

Amendment to Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Schedule 13G   —   WA’68

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Acquisition of            HTML     27K 
                Beneficial Ownership by a "Passive" Investor                     


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Schedule 13G  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

Green Plains Partners LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

393221106

(CUSIP Number)

No Street GP LP
505 Montgomery Street, Suite 1250
San Francisco, CA 94111
(415) 801-4460

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 09, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's 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.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.   NAMES OF REPORTING PERSONS

No Street GP LP
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IA
   
 
1.   NAMES OF REPORTING PERSONS

Harvest Small Cap Partners Master, Ltd.
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%
   
12.   TYPE OF REPORTING PERSON (see instructions)

PN
   
 

Item 1.

  (a) Name of Issuer
Green Plains Partners LP
 
  (b) Address of Issuer’s Principal Executive Offices
1811 Aksarben Drive, Omaha, NE 68106
 

Item 2.

  (a)

Names of Persons Filing

No Street GP LP
Harvest Small Cap Partners Master, Ltd. 

 
  (b) Address of the Principal Office or, if none, residence
505 Montgomery Street, Suite 1250, San Francisco, CA 94111
 
  (c)

Citizenship
No Street GP LP - Delaware
Harvest Small Cap Partners Master, Ltd. - Cayman Islands

 
  (d) Title of Class of Securities
Common Units Representing Limited Partner Interests
 
  (e) CUSIP Number
393221106
 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ 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);
 
  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 

Item 4.  Ownership.

On January 9, 2024, Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), Green Plains Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Green Plains Inc., an Iowa corporation (“GPRE”), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (“Holdings”) and GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub agreed to merge with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of GPRE (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), GPP Common Units and the holders of such units, the “GPP Unaffiliated Unitholders” was converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of common stock, par value $0.001 per share, of GPRE (the “GPRE Common Stock” and the shares of GPRE Common Stock issued in the Merger, the “Stock Consideration”) and (ii) an amount of cash equal to $2.50 (as calculated in accordance with the Merger Agreement, and together with the Stock Consideration, the “Merger Consideration”) and was automatically canceled and converted into the right to receive, with respect to each GPP Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights).

 The remaining 1,402,220 shares of GPP Common Stock held by Harvest Small Cap Partners Master, Ltd were cancelled and converted as described in the merger agreement.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [x].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.  Identification and Classification of Members of the Group.

Not applicable.

Item 9.  Notice of Dissolution of Group.

Not applicable.

Item 10.  Certification.

   
 
     

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2024

Date

/s/ Mike Moscuzza

Signature

Name: Mike Moscuzza

Title: Chief Compliance Officer of No Street GP LP

/s/ Mike Moscuzza

Signature

Name: Mike Moscuzza

Title: Director of Harvest Small Cap Partners Master, Ltd.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:4/4/24
2/14/2413F-HR,  SC 13G/A
1/9/2425-NSE,  3,  4,  8-K,  SC 13E3/A
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Filing Submission 0001879202-24-000025   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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