Calumet Form 4 / Jennifer Straumins ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Straumins Jennifer

(Last)

(First)

(Middle)

1060 N CAPITOL AVE

SUITE 6-401

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Calumet, Inc. /DE [ CLMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/03/2024		S⁽¹⁾		75,000	D	$21.65	1,213,529	D
Common Stock, par value $0.01 per share	12/04/2024		M		8,921	A	$0	1,222,450	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	12/04/2024		M			8,921	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	8,921	$0	0	D

Explanation of Responses:

1. 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 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"). In connection with the GP Merger, the reporting person was issued 825,000 shares of Calumet, Inc. common stock, par value $0.01 per share ("Common Stock"), and 300,000 warrants to purchase Common Stock. The reporting person sold the 75,000 shares of Common Stock reported herein to offset a portion of her tax obligations that were incurred as a result of the Conversion transaction.

2. Each Restricted Stock Unit is the economic equivalent of one share of Calumet, Inc. common stock, par value $0.01 per share.

3. 100% of the Restricted Stock Units vested on November 3, 2024.

	/s/ Vincent Donargo, as attorney-in-fact	12/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Calumet Form 4Calumet / Jennifer Straumins ownership change