Sec Form 13D Filing - MARTIN RUBEN S filing for Martin Midstream Partners L.P. (MMLP) - 2024-12-30

See Item 2(a) above.

See Item 2(a) above.

See Item 2(a) above.

See Item 2(a) above.

See Item 2(a) above.

Item 3 of the Original Schedule 13D is incorporated herein by reference.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:Termination AgreementOn December 26, 2024, Martin Resource Management Corporation's, a Texas corporation ("MRMC") and the Issuer (with the approval of the Conflicts Committee of the Board of Directors (the "Board") of Martin Midstream GP LLC, the general partner of the Issuer (the "General Partner")) entered into a termination agreement (the "Termination Agreement"), pursuant to which they terminated the previously disclosed Agreement and Plan of Merger, dated October 3, 2024 (the "Merger Agreement"), among the Issuer, Parent, the General Partner and MRMC Merger Sub LLC. As a result, the previously disclosed Support Agreements, dated October 3, 2024, between the Issuer and each of Ruben S. Martin III and Senterfitt Holdings Inc. terminated in accordance with their terms.The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which is filed as Exhibit E and incorporated herein by reference.GeneralConsistent with prior disclosures made by MRMC and the Issuer with respect to the Merger Agreement and the transactions contemplated thereby, MRMC has evaluated and will continue to evaluate a range of potential transactions involving the Issuer and its subsidiaries, including, among other things, the acquisition by MRMC or its subsidiaries of the remaining Common Units that are not held by MRMC or its subsidiaries, which transaction could result in the de-listing or de-registration of the Common Units. If MRMC pursues such a transaction, it expects to discuss the terms of such potential transaction with the Conflicts Committee.In addition, MRMC and the Reporting Persons may engage in additional discussions with management, the Board and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions other than as described in the prior paragraph, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Units; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:The information contained on the cover pages of this Amendment No. 5 and the information set forth in Item 4 of this Amendment No. 5 is incorporated herein by reference.The aggregate number and percentage of the Common Units beneficially owned by each reporting person as of December 26, 2024 is stated in Items 11 and 13 on that reporting person's cover page hereto. Mr. Martin may be deemed the beneficial owner of 10,000,508.7 Common Units, which represent 25.6% of the outstanding Common Units as of December 26, 2024 based on 39,001,086 Common Units outstanding as of December 26, 2024, and includes 6,114,532 Common Units held of record by MRMC, for which Mr. Martin is the chairman of the board of directors and its president, directly and indirectly through MRMC's wholly-owned subsidiaries as follows: 6,114,532 held directly by Martin Resource Management Corporation, 4,203,823 Common Units held directly by Martin Resource LLC, 1,021,265 Common Units held directly by Martin Product Sales LLC, and 889,444 Common Units held directly by Cross Oil Refining & Marketing Inc. Mr. Martin has shared voting and dispositive power with respect to such shares. Senterfitt Holdings Inc. ("Senterfitt") may be deemed the beneficial owner of 3,726,607 Common Units as of December 26, 2024. Each reporting person states that neither the filing of this Schedule nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these Common Units. Each reporting person disclaims beneficial ownership of these Common Units, except to the extent of his pecuniary interest therein.

See Item 5(a) above.

On November 18, 2024, Mr. Martin acquired 19.6 Common Units from the Partnership at $3.9874 per unit, reflecting the reinvestment of cash distributions pursuant to a benefit plan. Other than as described herein, the reporting persons have not effected any transactions in the Common Units during the past sixty days.

None.

Not applicable.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:Item 4 of this Amendment No. 5 is incorporated herein by reference.

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:Exhibit ETermination Agreement, dated December 26, 2024, between Martin Resource Management Corporation and Martin Midstream Partners L.P. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on December 26, 2024).