UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Cypress Energy Partners, L.P.

(Exact name of registrant as specified in its charter)

 

     
Delaware   61-1721523
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

G. Les Austin

Vice President and Chief Financial Officer

Cypress Energy Partners, L.P.

5727 S. Lewis Avenue, Suite 500

Tulsa, Oklahoma 74105

(718) 748-3900

(Address of principal executive offices and zip code)

 

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered 		  Name of each exchange on which
     each class is to be registered    
Common Units representing limited partner interests   New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box ¨

 

Securities Act registration statement file number to which this form relates: 333-192328

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 
 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

A description of the common units representing limited partner interests in Cypress Energy Partners, L.P. (the “Registrant”) is set forth under the captions “Prospectus Summary — The Offering,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Description of the Common Units” and “Our Partnership Agreement” in the prospectus included in the Registrant’s Registration Statement on Form S-l (Registration No. 333-192328), initially filed with the Securities and Exchange Commission (the “Commission”) on November 13, 2013 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference.

 

Item 2. Exhibits.

 

  The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified, which have been filed with the Commission.

 

Exhibit
No. 		  Description
1.   Registrant’s Registration Statement on Form S-1 (Registration No. 333-192328), initially filed with the Securities and Exchange Commission on November 13, 2013, as amended (the “Form S-1 Registration Statement”) (incorporated herein by reference).
2.   Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.7 to the Form S-1 Registration Statement).
3.   Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Form S-1 Registration Statement).
4.   Specimen Unit Certificate for the Common Units (incorporated herein by reference to Exhibit A to the First Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A to the prospectus included in the Form S-1 Registration Statement).

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Cypress Energy Partners, L.P.
   
  By: Cypress Energy Partners GP, LLC
   

as general partner

 

     
Date:  January 10, 2014 By: /s/ G. Les Austin
    G. Les Austin
    Vice President and Chief Financial Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit
No. 		  Description
1.   Registrant’s Registration Statement on Form S-1 (Registration No. 333-192328), initially filed with the Securities and Exchange Commission on November 13, 2013, as amended (the “Form S-1 Registration Statement”) (incorporated herein by reference).
2.   Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.7 to the Form S-1 Registration Statement).
3.   Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Form S-1 Registration Statement).
4.   Specimen Unit Certificate for the Common Units (incorporated herein by reference to Exhibit A to the First Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A to the prospectus included in the Form S-1 Registration Statement).