Brett C. Riley - Jan 9, 2024 Form 4 Insider Report for Green Plains Partners LP (GPP)

Role: Director
Signature: /s/ Michelle Mapes, POA
Stock symbol: GPP
Transactions as of: Jan 9, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/10/2024, 05:20 PM
Previous filing: Jul 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPP	Common Units	Disposed to Issuer		-51.7K	-100%		0	Jan 9, 2024	Direct	F1, F2

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

Brett C. Riley is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Merger Agreement (as defined below), each of the outstanding awards relating to a common unit representing a limited partner interest (each, a "Common Unit") in Green Plains Partners LP (the "Partnership") under the Green Plains Partners LP 2015 Long-Term Incentive Plan became fully vested and was automatically canceled and converted into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration (as defined below).
F2	Pursuant to that certain Agreement and Plan of Merger, dated as of September 16, 2023, by and among Green Plains Inc. ("GPRE"), GPLP Holdings Inc., GPLP Merger Sub LLC, the Partnership, and Green Plains Holdings LLC, the general partner of the Partnership (the "General Partner"), GPRE acquired all of the outstanding Common Units not already held by GPRE, the General Partner and their respective affiliates (the "Public Common Units") via a merger (the "Merger") that resulted in the Partnership surviving the Merger as an indirect, wholly owned subsidiary of GPRE. Pursuant to the Merger Agreement, each Public Common Unit was converted into the right to receive (i) 0.405 shares of common stock, par value $0.001 per share, of GPRE and (ii) $2.50 in cash, without interest (collectively, the "Merger Consideration").

Content

Pursuant to the Merger Agreement (as defined below), each of the outstanding awards relating to a common unit representing a limited partner interest (each, a "Common Unit") in Green Plains Partners LP (the "Partnership") under the Green Plains Partners LP 2015 Long-Term Incentive Plan became fully vested and was automatically canceled and converted into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration (as defined below).

Pursuant to that certain Agreement and Plan of Merger, dated as of September 16, 2023, by and among Green Plains Inc. ("GPRE"), GPLP Holdings Inc., GPLP Merger Sub LLC, the Partnership, and Green Plains Holdings LLC, the general partner of the Partnership (the "General Partner"), GPRE acquired all of the outstanding Common Units not already held by GPRE, the General Partner and their respective affiliates (the "Public Common Units") via a merger (the "Merger") that resulted in the Partnership surviving the Merger as an indirect, wholly owned subsidiary of GPRE. Pursuant to the Merger Agreement, each Public Common Unit was converted into the right to receive (i) 0.405 shares of common stock, par value $0.001 per share, of GPRE and (ii) $2.50 in cash, without interest (collectively, the "Merger Consideration").