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Filing Details

Accession Number:: 0001209191-14-060461
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-10-01 13:54:26
Reporting Period:: 2014-10-01

Filing Date:: 2014-10-01
Accepted Time:: 2014-10-01 13:54:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1516007	Oiltanking Partners L.p.	OILT	Pipe Lines (No Natural Gas) (4610)	450684578

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1523536	Oiltanking Holding Americas, Inc.	333 Clay Street, Suite 2400 Houston TX 77002	No	No	No	Yes
1524131	Gmbh Oiltanking	333 Clay Street, Suite 2400 Houston TX 77002	No	No	No	Yes
1524341	Ag Bahls & Marquard	333 Clay Street, Suite 2400 Houston TX	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Disposition	2014-10-01	7,162,064	$0.00	0	No	4	S	Direct
Common Units	Disposition	2014-10-01	8,737,738	$0.00	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units	Subordinated Units	Acquisiton	2014-10-01	20,915,684	$0.00	0	$0.00
Common Units	Subordinated Units	Acquisiton	2014-10-01	17,984,118	$0.00	0	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	S	Direct
0			No	4	S	Indirect

Footnotes

This Form 4 is jointly filed by Oiltanking Holding Americas, Inc. ("OTA"), Oiltanking GmbH ("GmbH") and Marquard & Bahls AG ("M&B"). OTA is a wholly owned subsidiary of GmbH, which is a wholly owned subsidiary of M&B. GmbH may be deemed to share beneficial ownership of OTA's interest in Oiltanking Partners, L.P., a Delaware limited partnership (the "Issuer), through its ability to control OTA. M&B may be deemed to share beneficial ownership of OTA's interest in the Issuer through its ability to control GmbH. Prior to the Transaction described in Footnote 3, OTA held 7,162,064 Common Units and 20,915,684 Subordinated Units and OTB Holdco, LLC ("OTB Holdco"), a wholly owned subsidiary of OTA, held 8,737,738 Common Units and 17,984,118 Subordinated Units. OTA may be deemed to share beneficial ownership in OTB Holdco's interest in the Issuer through its ability to control OTB Holdco.
The amount of securities beneficially owned prior to the reported transaction has been adjusted to reflect a two-for-one split of the Common and Subordinated Units of the Issuer that became effective on July 14, 2014.
On October 1, 2014, Enterprise Products Partners, L.P., a Delaware limited partnership ("Enterprise") acquired all of the issued and outstanding interest in OTLP GP, LLC, a Delaware limited liability company and the general partner of the Issuer, and all of the Common Units and Subordinated Units of the Issuer held by OTA and OTB Holdco in exchange for $2.21 billion of cash and the issuance of 54,807,352 common units representing limited partner interests in Enterprise, pursuant to a Contribution and Purchase Agreement, dated as of October 1, 2014, by and among Enterprise, OTA and OTB Holdco.
The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the Subordination Period.