|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
1. Name and Address of Reporting Person *
|
| Delek US Holdings, Inc. |
|
2. Issuer Name and Ticker or Trading Symbol
Delek Logistics Partners, LP [DKL]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
__X__ Director
|
__X__ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
|
7102 COMMERCE WAY |
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2022 |
|
BRENTWOOD, TN 37027 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
|
1.Title of Security
(Instr. 3)
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
|
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
| Common Units | 03/15/2022 |
| S (1) |
| 663 | D |
$40 | 34,332,468 (2) | I | See footnotes |
| Common Units | 03/16/2022 |
| S (1) |
| 68 | D |
$40.09 (3) | 34,332,400 (2) | I | See footnotes |
| Common Units | 03/15/2022 |
| S (1) |
| 10,561 | D |
$40.16 (4) | 34,321,839 (2) | I | See footnotes |
|
| 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) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
|
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Delek US Holdings, Inc.
7102 COMMERCE WAY
BRENTWOOD, TN 37027 |
X
|
X
|
|
|
Delek US Energy, Inc.
7102 COMMERCE WAY
BRENTWOOD, TN 37027 |
X
|
X
|
|
|
Delek Logistics Services Co
7102 COMMERCE WAY
BRENTWOOD, TN 37207 |
X
|
X
|
|
|
Signatures
| /s/ Scott Cornelsen | |
03/17/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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 transactions reported on this Form 4 were executed by Delek Logistics Services Company ("Delek Services") pursuant to a Rule 10b5-1 trading plan. |
| (2) | This Form 4 is being filed jointly by Delek US Holdings, Inc. ("Delek US"), Delek US Energy, Inc. ("Delek Energy"), and Delek Services. Delek Energy owns 20,745,868 Common Units of Delek Logistics Partners, LP (the "Issuer") and Delek Services owns 13,575,971 Common Units of the Issuer. Delek US directly owns 100% of the outstanding ownership interests of Delek Energy and Delek Energy owns 100% of the outstanding ownership interests of Delek Services. Delek US may therefore be deemed to beneficially own the securities of the Issuer owned directly by Delek Energy and Delek Services. |
| (3) | The price reported in Column 4 is a weighted average sales price. These units were sold in multiple transactions at prices ranging from $40.00 to $40.10, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of units sold at each respective price within the range set forth in this footnote. |
| (4) | The price reported in Column 4 is a weighted average sales price. These units were sold in multiple transactions at prices ranging from $40.00 to $40.555, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of units sold at each respective price within the range set forth in this footnote. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|
