UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Subordinated Units Representing Limited Partner Interests | Â (1) | Â (2) | Common Units Representing Limited Partner Interests | 2,616,250 | $ (6) | I | see footnote 3 (3) |
Subordinated Units Representing Limited Partner Interests | Â (4) | Â (2) | Common Units Representing Limited Partner Interests | 2,616,250 | $ (6) | I | see footnote 3 (3) |
Subordinated Units Representing Limited Partner Interests | Â (5) | Â (2) | Common Units Representing Limited Partner Interests | 5,232,500 | $ (6) | I | see footnote 3 (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Manning Christopher Reid 399 PARK AVENUE 9TH FLOOR NEW YORK, NY 10022 |
 X |  |  See Remark (1) below |  |
Christopher R. Manning | 03/14/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2005, assuming ceratin financial tests in the Issuer's partnership agreement have been satisfied |
(2) | None. |
(3) | Mr. Manning is a Managing Director of Lehman Brothers Inc. Affiliates of Lehman Brothers Inc. beneficially own the Subordinated Units Representing Limited Partner Interests reported herein. Mr. Manning disclaims beneficial ownership of such securities. |
(4) | The Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2006, assuming ceratin financial tests in the Issuer's partnership agreement have been satisfied |
(5) | The Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2007, assuming ceratin financial tests in the Issuer's partnership agreement have been satisfied |
(6) | 1-for-1 |
 Remarks: Remark (1) - Mr. Manning is the Chairman of Pacific Energy Management LLC, the general partner of Pacific Energy GP, LP, general partner of the Issuer. |