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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 | ||||||||
| Phantom Units | (1) | 05/13/2011 | A | 138 | (2) | (2) | Common Units | 138 | $ 21.33 | 138 | D | ||||
| Phantom Units | (1) | 05/13/2011 | M | 138 | (2) | (2) | Common Units | 138 | $ 0 | 0 | D | ||||
| Phantom Units | (1) | 05/13/2011 | A | 8 | (3) | (3) | Common Units | 8 | $ 21.33 | 388 | D | ||||
| Phantom Units | (1) | 05/13/2011 | A | 22 | (6) | (6) | Common Units | 22 | $ 21.33 | 644 | D | ||||
| Phantom Units | (1) | 05/13/2011 | M | 11 | (6) | (6) | Common Units | 11 | $ 0 | 633 | D | ||||
| Phantom Units | (1) | 05/13/2011 | A | 14 | (7) | (7) | Common Units | 14 | $ 21.33 | 686 | D | ||||
| Phantom Units | (1) | 05/13/2011 | A | 19 | (6) | (6) | Common Units | 19 | $ 21.33 | 510 | D | ||||
| Phantom Units | (1) | 05/13/2011 | M | 10 | (6) | (6) | Common Units | 10 | $ 0 | 500 | D | ||||
| Phantom Units | (1) | 05/13/2011 | A | 5 | (7) | (7) | Common Units | 5 | $ 21.33 | 232 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rutigliano Nicholas J 2780 WATERFRONT PKWY. E. DR., SUITE 200 INDIANAPOLIS, IN 46214 |
X | |||
| R. Patrick Murray, II, as attorney-in-fact | 05/17/2011 | |
| **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) | Each Phantom Unit is the economic equivalent of a Calumet Specialty Products Partners, L.P. Common Unit. |
| (2) | Each Phantom Unit becomes payable either in the form of a Common Unit or the cash value thereof upon the earlier of the date specified by the reporting person or the reporting person's termination date. Phantom Units are 100% vested. The reporting person settled the vested phantom units for common units. |
| (3) | Each Phantom Unit becomes payable either in the form of a Common Unit or the cash value thereof upon the earlier of the date specified by the reporting person or the reporting person's termination of service. 25% of the Phantom Units vest on July 1 of each year beginning on July 1, 2012. |
| (4) | Common units are owned by The Heritage Group ("THG"). THG received the units as consideration for certain assets and liabilities that it contributed to the capital of the Issuer in connection with the Issuer's initial public offering. Nicholas Rutigliano ("Rutigliano") is one of five trustees of the thirty grantor trusts that own all of the partnership interests in THG. The beneficiaries of the trusts include Rutigliano and members of his immediate and extended family. Rutigliano disclaims beneficial ownership of the units of the Issuer owned by THG except to the extent of his pecuniary interest therein, and the inclusion of the units in this report shall not be deemed an admission of beneficial ownership of all the reported units for the purposes of Section 16 or for any another purpose. |
| (5) | Common units owned by Rutigliano's spouse. Rutigliano disclaims beneficial ownership of the units of the Issuer owned by THG except to the extent of his pecuniary interest therein, and the inclusion of the units in this report shall not be deemed an admission of beneficial ownership of all the reported units for the purposes of Section 16 or for any another purpose. |
| (6) | Each Phantom Unit becomes payable either in the form of a Common Unit or the cash value thereof upon the earlier of the date specified by the reporting person or the reporting person's termination of service. 25% of the Phantom Units vest on January 22 of each year beginning on January 22, 2010. The reporting person settled the vested phantom units for common units |
| (7) | Each Phantom Unit becomes payable either in the form of a Common Unit or the cash value thereof upon the earlier of the date specified by the reporting person or the reporting person's termination of service. 25% of the Phantom Units vest on July 1 of each year beginning on July 1, 2011. |