FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/26/2023 |
3. Issuer Name and Ticker or Trading Symbol
TXO Energy Partners, L.P. [ TXO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Units | 83,025,043 | I | See footnotes(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series 5 Preferred Units | (3) | 10/15/2024 | Common Units | 36,359,495 | (3) | I | See footnotes(1)(2) |
Explanation of Responses: |
1. The securities reported includes (i) 55,449,650 common units and 21,622,421 common units underlying series 5 preferred units held by GEF-PUE, LP and (ii) 27,575,393 common units and 14,737,074 common units underlying series 5 preferred units held by GEF-DTOE, Inc. |
2. Global Endowment Management, LP controls the investment decisions of each of GEF-DTOE, Inc. and GEF-PUE, LP, and J. Porter Durham, Jr. has management control over Global Endowment Management, LP and accordingly may be deemed to share beneficial ownership of the common units held by each of GEF-DTOE, Inc. and GEF-PUE, LP. J. Porter Durham, Jr. disclaims beneficial ownership of such common units except to the extent of his pecuniary interest therein, if any. |
3. Immediately prior to the closing of the Issuer's initial public offering, the Issuer's series 5 preferred units will automatically convert into common units of the Issuer. |
Remarks: |
Global Endowment Management, LP, By: /s/ J. Porter Durham, Jr., Authorized Person | 02/02/2023 | |
GEF-DTOE, Inc., By: /s/ J. Porter Durham, Jr., Authorized Person | 02/02/2023 | |
GEF-PUE, LP, By: GEF GP, LP, its general partner, By: /s/ J. Porter Durham, Jr., Authorized Person | 02/02/2023 | |
/s/ J. Porter Durham, Jr. | 02/02/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |