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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 | (3) | 08/12/2005 | C | 786,705 (2) | (4) | (5) | Common Units Representing Limited Partner Interests | 786,705 | $ 0 | 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. | 06/16/2006 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In the Capacity Described Above | 06/16/2006 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In the Capacity Described Above | 06/16/2006 | |
**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 were converted from Subordinated Units of the Issuer following the distribution of available cash to partners in respect of the quarter ending on June 30, 2005. |
(2) | The number of Common Units and Subordinated Units shown as converted is based on applying the proportionate interest of the First Reserve Entities (as defined in Remark (1)) in LB Pacific LP, held both directly and indirectly through LB Pacific GP, LLC, to the respective number of such Common Units and Subordinated Units held by LB Pacific LP. Specifically, the number of converted Units reported herein consists of approximately 785,917 Units representing First Reserve Pacific Holdings AIV, L.P.'s direct 30.04% interest in LB Pacific, LP; and approximately 788 Units representing First Reserve Pacific Holdings AIV, L.P.'s indirect interest in LB Pacific LP through its 30.07% interest in LB Pacific GP, LLC. |
(3) | 1-for-1. |
(4) | These Subordinated Units were converted to Common Units of the Issuer following the distribution of available cash to partners in respect of the quarter ending on June 30, 2005. |
(5) | 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"). GP X and Holdings LP are collectively referred to herein as the "First Reserve Entities." At the time of the Conversion reported in this Form 4, Holdings LP continued to directly own the same 30.04% limited partner interest in LB Pacific, LP ("LB LP") and 30.07% membership interest in LB Pacific GP, LLC ("LB LLC") as reported in Holdings LP's Form 3 filing for this Issuer. The Common and Subordinated Units of the Issuer that are the subject of this Form 4 are (and before conversion were) directly owned by LB LP. LB LLC is the sole general partner of LB LP, and owns a 0.1% general partner interest in 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. The First Reserve Entities are controlled by First Reserve. (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. |