Edgar Filing: Blueknight Energy Partners, L.P.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Blueknight Energy Holding, Inc.

2. Issuer Name and Ticker or Trading Symbol
Blueknight Energy Partners, L.P. [BKEP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Director by Deputization

(Last)

(First)

(Middle)

2925 RICHMOND AVENUE, 11TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2016

(Street)

HOUSTON, TX 77098

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Units ⁽¹⁾ ⁽²⁾

$ 6.5

10/05/2016

6,667,695 ⁽²⁾

⁽²⁾

Common Units

6,667,695

$ 7.15 ⁽¹⁾

2,488,789

D ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blueknight Energy Holding, Inc. 2925 RICHMOND AVENUE, 11TH FLOOR HOUSTON, TX 77098		X		Director by Deputization
Vitol Refining Group B.V. 2925 RICHMOND AVENUE, 11TH FLOOR HOUSTON, TX 77098		X		Director by Deputization
Vitol Holding B.V. 2925 RICHMOND AVENUE, 11TH FLOOR HOUSTON, TX 77098		X		Director by Deputization
Vitol Holding II S.A. 2925 RICHMOND AVENUE, 11TH FLOOR HOUSTON, TX 77098		X		Director by Deputization

Signatures

By: /s/ Miguel A. Loya, Miguel A. Loya, President of Blueknight Energy Holding, Inc.		10/06/2016
^**Signature of Reporting Person		Date
By: /s/ Guy Richard Skern, Guy Richard Skern, Managing Director of Vitol Refining Group B.V.		10/06/2016
^**Signature of Reporting Person		Date
By: /s/ William Dennis Laneville, William Dennis Laneville, Managing Director of Vitol Holding B.V.		10/06/2016
^**Signature of Reporting Person		Date
By: /s/ Guy Richard Skern, Guy Richard Skern, Managing Director of Vitol Holding B.V.		10/06/2016
^**Signature of Reporting Person		Date
By: /s/ Jonathan Marsh, Jonathan Marsh, Director of Vitol Holding II, S.A.		10/06/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Pursuant to the Preferred Unit Repurchase Agreement (the "Repurchase Agreement") by and among CB-Blueknight, LLC ("Charlesbank Holding"), Blueknight Energy Holding, Inc. ("Vitol Holding") and Blueknight Energy Partners, L.P. (the "Issuer") dated as of July 19, 2016, Vitol Holding sold 6,667,695 Series A Preferred Units representing limited partner interests of the Issuer (the "Preferred Units") to the Issuer for $7.15 per Preferred Unit on October 5, 2016, plus an amount equal to (i) the full quarterly cash Issuer distribution allotted to such Preferred Units for the quarter immediately preceding the quarter in which the closing of the Repurchase Agreement occured, plus (ii) the pro rata share of the Issuer distribution paid in respect of such Preferred Units for the quarter in which the closing of the Repurchase Agreement occured.
(2)	The Preferred Units have no expiration date and are convertible at any time, in whole or in part, on a one-for-one basis into Common Units representing limited partner interests of the Issuer at the holder's election as set forth in the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 14, 2011 and filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on September 14, 2011.
(3)	These securities are owned directly by Vitol Holding. This form is jointly filed by Vitol Holding, Vitol Refining Group B.V. ("Refining"), Vitol Holding B.V. ("Holding"), and Vitol Holding II, S.A. ("Holding II"). Vitol Holding is wholly owned by Refining, which is wholly owned by Holding, which is wholly owned by Holding II. Accordingly, each of Vitol Holding, Refining, Holding and Holding II may be deemed to share voting and dispositive power over the reported securities, and as a result may also be deemed to be the beneficial owners of these securities.
(4)	(Continued from footnote 3) Each of Refining, Holding and Holding II disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of Refining, Holding and Holding II states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks: Prior to October 5, 2016, Vitol Holding owned 50% of the equity interests in Blueknight GP Holding, LLC ("GP Holding"), which owns 100% of the outstanding equity interests in Blueknight Energy Partners G.P., L.L.C., the general partner of the Issuer (the "GP"). Pursuant to the Amended and Restated Limited Liability Company Agreement of GP Holding, dated as of November 12, 2010, Vitol Holding had the power to designate two directors to the GP's board of directors (the "Board"). Messrs. Miguel A. Loya and Francis Brenner, both of whom are affiliated with Vitol Holding, were appointed by Vitol Holding to the Board. Pursuant to the Membership Interest Purchase Agreement by and among Charlesbank Holding, Vitol Holding and the Purchaser thereto, dated as of July 19, 2016 (the "Purchase Agreement"), Vitol Holding sold its common units representing membership interests in GP Holding. Upon closing of the Purchase Agreement, Vitol Holding no longer has the power to designate directors to the Board and Messrs. Miguel A. Loya and Francis Brenner resigned as directors of the Board. Therefore, Vitol Holding shall no longer be deemed a director by deputization.

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