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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 14, 2022
USD Partners LP
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36674 | | 30-0831007 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
811 Main Street, Suite 2800
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(281) 291-0510
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Units Representing Limited Partner Interests | | USDP | | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 14, 2022, the Board of Directors of USD Partners GP LLC, the general partner of USD Partners LP (the “Partnership”), approved the First Amendment (the “Amendment”) to the USD Partners LP Amended and Restated 2014 Long-Term Incentive Plan (the “Plan”). The Amendment increases the number of common units representing limited partnership interests in the Partnership available with respect to awards under the Plan by 3,500,000 common units to 7,154,167 common units. The Partnership will file a registration statement on Form S-8 to register the additional common units authorized under the Amendment.
This summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number | | Description | | | |
| 10.1 | | | | | | |
| 104 | | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | | | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | USD Partners LP
(Registrant) |
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| | By: | | USD Partners GP LLC, |
| | | | its general partner |
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| Date: December 14, 2022 | | By: | | /s/ Adam Altsuler |
| | Name: | | Adam Altsuler |
| | Title: | | Executive Vice President and Chief Financial Officer |
FIRST AMENDMENT TO
USD PARTNERS LP
AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN
WHEREAS, USD Partners GP LLC, a Delaware limited liability company (the “Company”), the general partner of USD Partners LP, a Delaware limited partnership (the “Partnership”) maintains the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan (the “Plan”);
WHEREAS, pursuant to Section 7 thereof, the Board may amend the Plan in any manner at any time for any reason; and
WHEREAS, obtainment of securityholder approval of this First Amendment to the Plan (this “Amendment”) is not required to comply with applicable securities exchange listing standards.
NOW, THEREFORE, pursuant to its authority under Section 7 of the Plan, the Board hereby amends the Plan as follows, effective as of December 14, 2022 (the “Amendment Effective Date”):
1. Section 4(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“(a) Limits on Units Deliverable. Subject to adjustment as provided in Section 4(c), the number of Units that may be delivered with respect to Awards under the Plan is 7,154,167. If any Award is forfeited, cancelled, exercised, paid, or otherwise terminates or expires without the actual delivery of Units pursuant to such Award (for the avoidance of doubt, the grant of Restricted Units is not a delivery of Units for this purpose unless and until such Restricted Units vest and any restrictions placed upon them under the Plan lapse), the Units subject to such Award that are not actually delivered pursuant to such Award shall again be available for Awards under the Plan. To the extent permitted by applicable law and securities exchange rules, Substitute Awards and Units issued in assumption of, or in substitution for, any outstanding awards of any entity (including an existing Affiliate of the Partnership) that is (or whose securities are) acquired in any form by the Partnership or any Affiliate thereof shall not be counted against the Units available for issuance pursuant to the Plan. There shall not be any limitation on the number of Awards that may be paid in cash. For the avoidance of doubt, neither the Class A Units (as defined in the Partnership Agreement) that were previously granted to certain recipients by the Partnership nor any Units into which the Class A Units may be converted under the terms of the Partnership Agreement shall reduce the number of Units that may be granted under the Plan.”
2. The validity, construction, and effect of this Amendment and any rules and regulations relating to this Amendment shall be determined in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles.
3. All capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Plan. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the Amendment Effective Date.
USD PARTNERS GP LLC
By: /s/ Adam Altsuler
Name: Adam Altsuler
Title: Executive Vice President, Chief Financial Officer