SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Sprague Resources Holdings LLC

(Last) (First) (Middle)
185 INTERNATIONAL DRIVE

(Street)
PORTSMOUTH NH 03801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sprague Resources LP [ SRLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2021
4. If Amendment, Date of 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 representing limited partner interests 05/28/2021 S(1) 16,058,484 D $16.5 0 I See Footnotes(2)(3)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Sprague Resources Holdings LLC

(Last) (First) (Middle)
185 INTERNATIONAL DRIVE

(Street)
PORTSMOUTH NH 03801

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JOHNSON ANTONIA

(Last) (First) (Middle)
C/O AXEL JOHNSON AB
VILLAGANTAN 6, P.O. BOX 26008

(Street)
STOCKHOLM V7 SE-100 41

(City) (State) (Zip)
Explanation of Responses:
1. On May 28, 2021, pursuant to the terms of the previously announced purchase agreement, dated April 20, 2021, among Sprague Resources Holdings LLC, a wholly owned subsidiary of Axel Johnson Inc. ("Sprague Holdings"), Sprague HP Holdings, LLC ("Buyer") and, solely for purposes of Section 11.14 thereof, Hartree Partners, LP, Sprague Holdings sold to Buyer all of Sprague Holdings' interest in Sprague Resources GP LLC (the "General Partner"), the general partner of Sprague Resources LP (the "Partnership"), all of the common units representing limited partner interests that Sprague Holdings owns in the Partnership and all of the Partnership's Incentive Distribution Rights, as defined in the First Amended and Restated Agreement of Limited Partnership of the Partnership. The aggregate consideration paid to Sprague Holdings by Buyer at the closing of the acquisition was $290,000,000 in cash.
2. This Form 4 is jointly filed by Sprague Holdings and Antonia Ax:son Johnson.
3. Sprague Holdings previously had the right to appoint all of the directors of the Board of Directors of the General Partner. Therefore, each of Sprague Holdings and Antonia Ax:son Johnson could have formerly been deemed a director by deputization.
/s/ Paul A. Scoff, as Vice President, General Counsel,Chief Compliance Officer and Secretary of Sprague Resources Holdings LLC 05/28/2021
** Signature of Reporting Person Date
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