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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subscription Rights (right to buy) | $ 2 | 04/28/2006 | X(1) | 30,605 | 04/06/2006 | 04/25/2006 | Common Units | 30,605 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vermylen Paul A Jr 2 COUNT RUMFORD LANE HUNTINGTON, NY 11743 |
X |
/s/ Paul A. Vermylen, Jr. | 04/28/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Prior to the reporting person becoming a Section 16 insider, the reporting person exercised in-the-money subscription rights to purchase 0.6121 of a Common Unit for each Common Unit then owned by the reporting person in a rights offering by the Issuer to all holders of Common Units. The closing of the rights offering did not occur until April 28, 2006. |
(2) | On April 26, 2006, the reporting person contributed these Common Units to Kestrel Energy Partners, L.P., a private equity investment firm formed by the reporting person and other investors ("Kestrel"), in exchange for additional membership interests in Kestrel. |
(3) | Represents the closing price of the Issuer's Common Units on April 26, 2006, the effective date of contribution of the reporting person's Common Units to Kestrel. |
Remarks: Paul A. Vermylen, Jr. is the Chairman of the Board of Directors of Kestrel Heat, LLC, the general partner of the Issuer. |