UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Green Plains Partners LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
393221106
(CUSIP Number)
No Street GP LP
505 Montgomery Street, Suite 1250
San Francisco, CA 94111
(415) 801-4460
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAMES OF REPORTING PERSONS No Street GP LP | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ | |||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 2,125,000 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 2,125,000 | |||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,125,000 | |||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.18% | |||
| 12. | TYPE OF REPORTING PERSON (see instructions) OO | |||
Item 1.
| (a) | Name of Issuer Green Plains Partners LP | |
| (b) | Address of Issuer’s Principal Executive Offices 1 Express Drive, Columbus, OH 43230 | |
Item 2.
| (a) | Name of Person Filing No Street GP LP | |
| (b) | Address of the Principal Office or, if none, residence 505 Montgomery Street, Suite 1250, San Francisco, CA 94111 | |
| (c) | Citizenship | |
| (d) | Title of Class of Securities Common Units Representing Limited Partner Interests | |
| (e) | CUSIP Number 393221106 | |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of this Schedule, which Items are incorporated by reference herein.
No Street GP LP is filing this Schedule 13G because, as of December 31, 2019, it acted as the investment adviser of one or more investment partnerships or pooled investment vehicles that beneficially hold common units that equal the aggregate amount set forth on page 2 of this Schedule 13G (the “Securities”). As investment adviser, No Street GP LP has been granted the authority to dispose of and vote the Securities. The investment partnerships or pooled investment vehicles have the right to receive (or the power to direct the receipt of) dividends received in connection with ownership of the Securities, and the proceeds from the sale of the Securities.
Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that one or more members, executive officers or employees of No Street GP LP might be deemed a “beneficial owner” of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. Further, any such person and/or other persons associated with the Reporting Person or its affiliates may beneficially own additional securities of the Issuer, which securities are not reflected in this Statement and Reporting Person, its affiliates and such persons expressly disclaim any “group” status or shared investment control with respect to such securities.
The calculation of percentage of beneficial ownership in Item 11 was derived from the Issuer’s Quarterly Statement on Schedule 10-Q filed with the Securities and Exchange Commission on November 11, 2019, in which the Issuer stated that the number of Common Units Representing Limited Partner Interests shares outstanding as of November 4, 2019 was 23,160,551.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No Street GP LP is filing this Schedule 13G because, as the investment adviser of one or more investment partnerships or pooled investment vehicles that beneficially hold the Securities, No Street GP LP has been granted the authority to dispose of and vote such Securities. The investment partnerships have the right to receive (or the power to direct the receipt of) dividends received in connection with ownership of the Securities, and the proceeds from the sale of the Securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
| The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | ||||
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| ||||
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2020 Date |
/s/ Mike Moscuzza Signature |
| Name: Mike Moscuzza |
Title: Chief Compliance Officer of No Street GP LP |
