Jennifer Straumins - 10 Jul 2024 Form 4 Insider Report for Calumet, Inc. /DE (CLMT)

Role: Director
Signature: /s/ Jennifer Straumins
Issuer symbol: CLMT
Transactions as of: 10 Jul 2024
Net transactions value: $0
Form type: 4
Filing time: 12 Jul 2024, 19:00:22 UTC
Previous filing: 09 Nov 2023
Next filing: 12 Nov 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CLMT	Common Stock, par value $0.01 per share	Other		+825,000	+124%		1,488,529	10 Jul 2024	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CLMT	Warrants to purchase Common Stock	Other		+300,000			300,000	10 Jul 2024	Common Stock, par value $0.01 per share	300,000	$20.00	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 10, 2024, in connection with the corporate reorganization of Calumet Specialty Products Partners, L.P. (the "Partnership"), pursuant to which the Partnership converted from a master limited partnership to a corporation (the "Conversion"), Calumet Merger Sub I LLC ("Merger Sub I") merged with and into Calumet GP, LLC, the general partner (the "General Partner") of the Partnership, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of Calumet, Inc. (the "GP Merger"). Pursuant to the GP Merger, all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5,500,000 shares of Calumet, Inc. common stock, par value $0.01 per share (the "Common Stock"), and 2,000,000 warrants to purchase Common Stock (the "Warrants"). In connection with the GP Merger, the reporting person was issued 825,000 shares of Common Stock and 300,000 Warrants.
F2	The reporting person disclaims beneficial ownership of all shares of Common Stock reported herein, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

Content

On July 10, 2024, in connection with the corporate reorganization of Calumet Specialty Products Partners, L.P. (the "Partnership"), pursuant to which the Partnership converted from a master limited partnership to a corporation (the "Conversion"), Calumet Merger Sub I LLC ("Merger Sub I") merged with and into Calumet GP, LLC, the general partner (the "General Partner") of the Partnership, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of Calumet, Inc. (the "GP Merger"). Pursuant to the GP Merger, all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5,500,000 shares of Calumet, Inc. common stock, par value $0.01 per share (the "Common Stock"), and 2,000,000 warrants to purchase Common Stock (the "Warrants"). In connection with the GP Merger, the reporting person was issued 825,000 shares of Common Stock and 300,000 Warrants.

The reporting person disclaims beneficial ownership of all shares of Common Stock reported herein, except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

On July 10, 2024, Calumet, Inc. became the successor issuer to, and parent holding company of, the Partnership pursuant to the Conversion in which all of the Partnership's outstanding common units representing limited partner interests were automatically exchanged into an equal number of shares of Common Stock.