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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 | ||||||||
Subordinated Units Representing Limited Partner Interests | (4) | 08/14/2006 | C | 1,072,114 (5) (6) | (6) | (7) | Common Units Representing Limited Partner Interests | 1,072,114 (5) | $ 0 (6) | 0 | I | See Remark (1), below |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FIRST RESERVE GP X INC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | See Remarks (1), (2), below | ||
FIRST RESERVE GP X LP ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | See Remarks (1), (2) | ||
First Reserve Pacific Holdings AIV, L.P. ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH, CT 06830 |
X | See Remarks (1), (2) |
Anne E. Gold, Assistant Secretary of First Reserve GP X, Inc., is signing on its behalf as the designated filer, and on behalf of the First Reserve Entities as defined in Remark (1), above. | 08/16/2006 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In the Capacity Described Above | 08/16/2006 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In the Capacity Described Above | 08/16/2006 | |
**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) | These Common Units automatically converted from Subordinated Units of the Issuer (pursuant to their terms as set forth in the Issuer's partnership agreement) following the Issuer's distribution of available cash to its partners in respect of the quarter ending on June 30, 2006. |
(2) | The number of Common Units acquired by the Reporting Persons is based on applying the proportionate interest of the First Reserve Entities (as defined in Remark (1)) in LB Pacific LP to the aggregate number of Common Units acquired by LP Pacific LP upon the August 14, 2006 Subordinated Unit conversion. |
(3) | Each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. |
(4) | 1-for-1. |
(5) | The number of Subordinated Units disposed of by the Reporting Persons (and the number of Common Units underlying such Subordinated Units) is based on applying the proportionate interest of the First Reserve Entities (as defined in Remark (1)) in LB Pacific LP to the aggregate number of Subordinated Units held by LB Pacific LP that were converted into Common Units on August 14, 2006. |
(6) | These Subordinated Units automatically converted into Common Units of the Issuer (pursuant to their terms as set forth in the Issuer's partnership agreement) following the Issuer's distribution of available cash to its partners in respect of the quarter ending on June 30, 2006. |
(7) | None. |
Remarks: (1) First Reserve GP X, Inc. ("First Reserve") is the general partner of First Reserve GP X, L.P. ("GP X"). GP X is the general partner of First Reserve Pacific Holdings AIV, L.P. ("Holdings LP"). Holdings LP directly owns a 40.94% limited partner interest in LB Pacific, LP ("LB LP") and a 40.98% membership interest in LB Pacific GP, LLC ("LB LLC"). The Common Units and Subordinated Units of the Issuer that are the subject of this Form 4 are directly owned by LB LP. LB LLC is the sole general partner of LB LP. LB LP is the sole limited partner of Pacific Energy GP, LP, which is the sole general partner of the Issuer. LB LP is also the sole owner of Pacific Energy Management, LLC, which is the sole general partner of Pacific Energy GP, LP. GP X and Holdings LP are controlled by First Reserve. GP X and Holdings LP are collectively referred to herein as the "First Reserve Entities." (2) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization. |