|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
Martin Midstream Partners L.P. (Name of Issuer) |
Common Units representing limited partnership interests (Title of Class of Securities) |
573331105 (CUSIP Number) |
Chris Booth 4200 B Stone Road, Kilgore, TX, 75662 903-983-6443 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/10/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. | 573331105 |
| 1 |
Name of reporting person
Martin Resource Management Corp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,592,668.23 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
|
| CUSIP No. | 573331105 |
| 1 |
Name of reporting person
Martin Resource LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,203,823.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP No. | 573331105 |
| 1 |
Name of reporting person
Cross Oil Refining & Marketing, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
889,444.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
|
| CUSIP No. | 573331105 |
| 1 |
Name of reporting person
Martin Product Sales LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,499,401.23 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Units representing limited partnership interests | |
| (b) | Name of Issuer:
Martin Midstream Partners L.P. | |
| (c) | Address of Issuer's Principal Executive Offices:
4200 B Stone Road, Kilgore,
TEXAS
, 75662. | |
Item 1 Comment:
This joint statement on Schedule 13D (this "Schedule 13D") relates to common units representing limited partner interests ("Common Units") of Martin Midstream Partners L.P., a Delaware limited partnership (the "Issuer"), beneficially owned by the reporting persons. The address of the principal executive offices of the Issuer is 4200 B Stone Road, Kilgore, Texas, 75662.
Item 1 Comment: This Schedule 13D is intended to serve as an Amendment No. 10 ("Amendment No. 10") to the joint statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Martin Resource Management Corporation, a Texas corporation ("Parent"), Martin Resource LLC, a Delaware limited liability company ("Resource"), Cross Oil Refining & Marketing, Inc. ("Cross"), a Delaware corporation, and Martin Product Sales LLC, a Texas limited liability company ("Martin Product," and, together with Parent, Resource, and Cross the "Reporting Persons") on November 21, 2005, as amended on November 10, 2008 ("Amendment No. 1"), November 19, 2008 ("Amendment No. 2"), October 22, 2012 ("Amendment No. 3), August 20, 2014 ("Amendment No. 4"), May 24, 2024 ("Amendment No. 5"), October 3, 2024 ("Amendment No. 6"), December 30, 2024 ("Amendment No. 7"), May 1, 2025 ("Amendment No. 8"), and June 3, 2025 ("Amendment No. 9") (such joint statement on Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, and Amendment No. 9, the "Original Schedule 13D"). The purpose of this Amendment No. 10 is to report the acquisition of Common Units by Martin Product. Any capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D and, except as otherwise provided below, the Original Schedule 13D is incorporated herein by reference. The Original Schedule 13D shall not be modified except as specifically provided herein. | ||
| Item 2. | Identity and Background | |
| (a) | In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the board of directors or managing member, as applicable, of the Reporting Persons (the "Listed Persons"), required by Item 2 of Schedule 13D is provided on Exhibit 99.A and is incorporated by reference herein. | |
| (b) | See Item 2(a) above. | |
| (c) | See Item 2(a) above. | |
| (d) | See Item 2(a) above. | |
| (e) | See Item 2(a) above. | |
| (f) | See Item 2(a) above. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
As of June 10, 2025, Martin Product has acquired 610,195.23 of the Issuer's Common Units at an average price of $3.05 per Common Unit since Amendment No. 9 was filed. The funds paid by Martin Product to make such purchase came from working capital and the purpose of the acquisition was for investment purposes. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
Item 3 of this Amendment No. 10 is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. 10 and the information set forth in Item 4 of this Amendment No. 10 is incorporated herein by reference.
(a) and (b). The following disclosure is based on 39,055,086 Common Units outstanding as of June 10, 2025. See Exhibit 99.A for the information applicable to the Listed Persons.
Resource owns 4,203,823 Common Units, representing 10.8% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of June 10, 2025. Resource has sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Units owned by it.
Cross owns 889,444 Common Units, representing 2.3% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of June 10, 2025. Cross has sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Units owned by it.
Martin Product owns 2,499,401.23 Common Units, representing 6.4% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of June 10, 2025. Martin Product has sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Units owned by it.
Parent may be deemed to beneficially own, by virtue of its ownership of Resource, Cross and Martin Product, as described above, 7,592,668.23 Common Units, representing 19.4% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of June 10, 2025. By virtue of its ownership of Resource, Cross and Martin Product, as described above, Parent may be deemed to have the power to vote or direct the vote and to dispose or to direct the disposition of the Common Units owned by Resource, Cross and Martin Product as indicated above.
The General Partner holds a 2.0% general partner interest in Issuer. | |
| (b) | See Item 5(a) above. | |
| (c) | None of the Reporting Persons or, to the Reporting Persons' knowledge, the Listed Persons, have effected any transactions in the Common Units since Amendment No. 9 was filed on June 3, 2025. | |
| (d) | Other than Issuer's quarterly distributions which all holders of Issuer's Common Units of record are entitled to receive, no person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Units owned by any Reporting Person. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
Item 4 of this Amendment No. 10 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.A The Listed Persons Information. | ||
| SIGNATURE | |
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.
|
|
|
|
|
|
|
|
|