Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Sprague Resources LP
(Name of Issuer)
Common Partnership Interest
(Title of Class of Securities)
849343108
(CUSIP Number)
Stephen Hendel
Managing Director
Hartree Partners GP, LLC
1185 Ave of the Americas, New York, NY 10036
(212) 536-8430
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* 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 the disclosures provided in a prior cover page.
The information required in 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 NAME OF REPORTING PERSON
Hartree Bulk Storage, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,375,000 (1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,375,000 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.00% (1)
14 TYPE OF REPORTING PERSON
OO
(1) Solely in its capacity as the direct owner of 1,375,000 common units.
1 NAME OF REPORTING PERSON
HP Bulk Storage Manager, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,375,000 (1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,375,000 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,000 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.00% (1)
14 TYPE OF REPORTING PERSON
OO
(1) Solely in its capacity as the managing member of Hartree Bulk Storage, LLC.
1 NAME OF REPORTING PERSON
Hartree Partners, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,850,000 (1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,850,000 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.07% (1)
14 TYPE OF REPORTING PERSON
PN
(1) Solely in its capacity as the direct owner of 1,850,000 common units.
1 NAME OF REPORTING PERSON
Hartree Partners GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,850,000 (1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,850,000 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.07% (1)
14 TYPE OF REPORTING PERSON
OO
(1) Solely in its capacity as the general partner of Hartree Partners, LP.
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") relates to the
common units representing limited partner interests ("common units") of
Sprague Resources LP, a Delaware limited partnership (the "Partnership" or the
"Issuer"), and amends and supplements the initial statement on Schedule 13D
filed by certain of the Reporting Persons with the Securities and Exchange
Commission on April 8, 2020 (the "Original 13D"). This Amendment No. 1 is
being filed to reflect (i) the addition of Hartree Bulk Storage, LLC and
HP Bulk Storage Manager, LLC as Reporting Persons to the Original Schedule
13D after they became beneficial owners of common units on May 4, 2020,
following a transfer of such common units from certain of the Reporting
Persons to the Original Schedule 13D and (ii) the removal of certain
Reporting Persons to the Original Schedule 13D. Capitalized terms used but
not defined in this Amendment No. 1 shall have the same meanings ascribed to
them in the Original 13D.
Item 2. Identity and Background
Item 2(a) - (c), (f) of the Original 13D is hereby amended and restated
in its entirety as follows:
(a) - (c), (f) This Schedule 13D is filed as a joint statement pursuant
to Rule 13d-1(k) under the Act by each of the following persons (collectively,
the "Reporting Persons"):
(i.)
Hartree Bulk Storage, LLC, a Delaware limited liability company
("Hartree Bulk Storage"), solely in its capacity as the direct owner of
1,375,000 common units;
(ii.)
HP Bulk Storage Manager, LLC ("HP Bulk Storage Manager"), solely in its
capacity as the managing member of Hartree Bulk Storage. The management
committee of HP Bulk Storage Manager is comprised of three members and
such committee establishes the trading guidelines of Hartree Bulk Storage;
(iii.)
Hartree Partners, LP, a Delaware limited partnership ("Hartree"), solely
in its capacity as the direct owner of 1,850,000 common units; and
(iv.)
Hartree Partners GP, LLC, a Delaware limited liability company ("Hartree GP"),
solely in its capacity as the general partner of Hartree. The management
committee of Hartree GP is comprised of six members and such committee
establishes the trading guidelines of Hartree. Hartree GP is also the general
partner of an entity that holds membership interests in Hartree Bulk Storage.
However, Hartree GP does not have voting or investment power over the common
units held by Hartree Bulk Storage.
The Reporting Persons have entered into a joint filing agreement, dated as of
June 4, 2020, a copy of which is attached hereto as Exhibit B.
Set forth in the attached Annex B is a listing of the directors, executive
officers, members and general partners, as applicable, of each Reporting
Person (collectively, the "Covered Persons"), and Annex B is incorporated by
reference into this Item 2. Each of the Covered Persons that is a natural
person is a United States citizen.
The principal business address of Hartree Bulk Storage, LLC, HP Bulk Storage
Manager, LLC, Hartree Partners, LP and Hartree Partners GP, LLC is 1185 Ave
of the Americas, New York, NY 10036.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original 13D is hereby amended by inserting the following
information at the end of Item 3:
On May 4, 2020, Oaktree Opportunities Fund X Holdings (Delaware), L.P. and
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. transferred 397,100
and 977,900 common units, respectively, to Hartree Bulk Storage for no
consideration in exchange therefor. As a result of such transfers, (i)
Hartree Bulk Storage became the direct owner of 1,375,000 common units and
(ii) the following entities ceased to directly or indirectly beneficially
own any common units for the purposes of Section 13(d) of the Act: Oaktree
Opportunities Fund X Holdings (Delaware), L.P., Oaktree Opportunities Fund Xb
Holdings (Delaware), L.P., Oaktree Fund GP, LLC, Oaktree Fund GP I, L.P.,
Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree
Capital Group, LLC, Oaktree Capital Group Holdings GP, LLC, Brookfield Asset
Management Inc. and Partners Limited.
Item 5. Interest in Securities of the Issuer
Item 5(a, b) of the Original 13D is hereby amended and restated in its
entirety as follows:
(a, b) The information contained on the cover pages of this Schedule 13D is
incorporated herein by reference. Ownership percentages set forth in this
Schedule 13D are based on a total of 22,922,902 common units of the Issuer
outstanding as of May 7, 2020, as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2020. As of the date hereof, (i)
each of Hartree Bulk Storage and HP Bulk Storage Manager may be deemed to be
the beneficial owner of 1,375,000 common units, which represents approximately
6.00% of the total outstanding common units and (ii) each of Hartree and
Hartree GP may be deemed to be the beneficial owner of 1,850,000 common
units, which represents approximately 8.07% of the total outstanding common
units.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by any of the Reporting Persons that it
is the beneficial owner of any of the common units for the purposes of
Section 13(d) of the Act, or for any other purpose, and, except to the extent
of its pecuniary interest, such beneficial ownership is expressly disclaimed
by each Reporting Person.
Item 7. Material to be Filed as Exhibits.
Exhibit B: Joint Filing Agreement
SIGNATURE
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.
June 4, 2020
HARTREE BULK STORAGE, LLC
By: HP BULK STORAGE MANAGER, LLC
Its: Managing Member
By: /s/ Stephen Hendel
Name: Stephen Hendel
Title: Authorized Signatory
HP BULK STORAGE MANAGER, LLC
By:/s/ Stephen Hendel
Name: Stephen Hendel
Title: Authorized Signatory
HARTREE PARTNERS, LP
By: HARTREE PARTNERS GP, LLC
Its: General Partner
By: /s/ Stephen Hendel
Name: Stephen Hendel
Title: Authorized Signatory
HARTREE PARTNERS GP, LLC
By: /s/ Stephen Hendel
Name: Stephen Hendel
Title: Authorized Signatory
ANNEX B
Each of the individuals identified in this Annex B disclaim beneficial
ownership over the common units reported herein.
Hartree Bulk Storage, LLC
The managing member of Hartree Bulk Storage, LLC is HP Bulk Storage
Manager, LLC.
HP Bulk Storage Manager, LLC
The name and principal occupation of each of the members of the Management
Committee of HP Bulk Storage Manager, LLC are listed below.
Name and Position of
Officer or Director
Principal
Business Address
Principal Occupation
or Employment
Citizenship
Steve Hendel
1185 Avenue of the Americas, New York, NY 10036
Managing Director, Founding Partner, Hartree
United States
Steve Semlitz
1185 Avenue of the Americas, New York, NY 10036
Managing Director, Founding Partner, Hartree
United States
Jonathan Merison
1185 Avenue of the Americas, New York, NY 10036
Managing Director, Founding Partner, Hartree
United States
Hartree Partners, LP
The general partner of Hartree Partners, LP is Hartree Partners GP, LLC.
Hartree Partners GP, LLC
The name and principal occupation of each of the members of the Management
Committee of Hartree Partners GP, LLC are listed below.
Name and Position of
Officer or Director
Principal
Business Address
Principal Occupation
or Employment
Citizenship
Steve Hendel
1185 Avenue of the Americas, New York, NY 10036
Managing Director, Founding Partner, Hartree
United States
Steve Semlitz
1185 Avenue of the Americas, New York, NY 10036
Managing Director, Founding Partner, Hartree
United States
Jonathan Merison
1185 Avenue of the Americas, New York, NY 10036
Managing Director, Founding Partner, Hartree
United States
Robert O'Leary
333 South Grand Ave, 28th Floor, Los Angeles, CA 90071
Managing Director and Co-Portfolio Manager, Oaktree
United States
Brook Hinchman
333 South Grand Ave, 28th Floor, Los Angeles, CA 90071
Managing Director, Oaktree
United States
Jordan Mikes
333 South Grand Ave, 28th Floor, Los Angeles, CA 90071
Senior Vice President, Oaktree
United States
EXHIBIT B
JOINT FILING AGREEMENT
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, each of the undersigned acknowledges and agrees
that the foregoing statement on Schedule 13D is filed on behalf of the
undersigned and that all subsequent amendments to this statement on Schedule
13D shall be filed on behalf of the undersigned without the necessity of
filing additional joint acquisition statements. Each of the undersigned
acknowledges that it shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information
concerning it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other, except
to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated as of June 4, 2020
HARTREE BULK STORAGE, LLC
By: HP BULK STORAGE MANAGER, LLC
Its: Managing Member
By: /s/ Stephen Hendel
Name: Stephen Hendel
Title: Authorized Signatory
HP BULK STORAGE MANAGER, LLC
By: /s/ Stephen Hendel
Name: Stephen Hendel
Title: Authorized Signatory
HARTREE PARTNERS, LP
By: HARTREE PARTNERS GP, LLC
Its: General Partner
By: /s/ Stephen Hendel
Name: Stephen Hendel
Title: Authorized Signatory
HARTREE PARTNERS GP, LLC
By: /s/ Stephen Hendel
Name: Stephen Hendel
Title: Authorized Signatory