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

Role
13(d) 10% Group Member, 10%+ Owner
Signature
/s/ Amy Schumacher, CEO
Stock symbol
CLMT
Transactions as of
Jul 10, 2024
Transactions value $
$0
Form type
4
Date filed
7/12/2024, 07:01 PM

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 +2.81M +28.67% 12.6M Jul 10, 2024 Direct F1
holding CLMT Common Stock, par value $0.01 per share 1.2M Jul 10, 2024 See Footnote F2
holding CLMT Common Stock, par value $0.01 per share 888K Jul 10, 2024 See Footnote F3

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 +1.02M 1.02M Jul 10, 2024 Common Stock, par value $0.01 per share 1.02M $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 2,805,000 shares of Common Stock and 1,020,000 Warrants.
F2 The reporting person beneficially owns 1,200,000 shares of Common Stock that are owned directly by The Heritage Group Investment Company, LLC, a limited liability company for which the reporting person serves as the Manager and which is wholly owned by the twenty-eight grantor trusts that are the sole general partners and owners of the reporting person. The reporting person disclaims beneficial ownership of the Common Stock owned by The Heritage Group Investment Company, LLC, 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.
F3 The reporting person also may be deemed to beneficially own 888,193 shares of Common Stock owned by Calumet, Incorporated, an Indiana corporation in which the reporting person has an indirect interest. The reporting person disclaims beneficial ownership of the Common Stock owned by Calumet, Incorporated, 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.