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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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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
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| CUSIP No. | 573331105 |
| 1 |
Name of reporting person
Ruben S. Martin III | ||||||||
| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,478,666.72 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
29.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 573331105 |
| 1 |
Name of reporting person
Senterfitt Holdings 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,726,606.62 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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.
This Schedule 13D is intended to serve as an Amendment No. 8 ("Amendment No. 8") to the joint statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by the reporting persons on December 10, 2021, as amended on March 24, 2022 ("Amendment No. 1"), July 21, 2023 ("Amendment No. 2"), May 24, 2024 ("Amendment No. 3"), October 3, 2024 ("Amendment No. 4"), December 30, 2024 ("Amendment No. 5"), May 1, 2025 ("Amendment No. 6"), and June 3, 2025 ("Amendment No. 7") (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, and Amendment No. 7, the "Original Schedule 13D"). The purpose of this Amendment No. 8 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) | Item 2 of the Original Schedule 13D is incorporated herein by reference. | |
| (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. 7 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. 8 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. 8 and the information set forth in Item 4 of this Amendment No. 8 is incorporated herein by reference.
The aggregate number and percentage of the Common Units beneficially owned by each reporting person as of June 10, 2025 is stated in Items 11 and 13 on that reporting person's cover page hereto. Mr. Martin may be deemed the beneficial owner of 11,478,666.72 Common Units, which represent 29.4% of the outstanding Common Units as of June 10, 2025 based on 39,055,086 Common Units outstanding as of June 10, 2025, and includes 7,592,668.23 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: includes 7,592,668.23 held directly by Martin Resource Management Corporation, which includes 4,203,823 Common Units held directly by Martin Resource LLC, 2,499,401.23 Common Units held directly by Martin Product, 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 3,726,606.62 Common Units as of June 10, 2025. 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. | |
| (b) | See Item 5(a) above. | |
| (c) | The reporting persons have not effected any transactions in the Common Units since Amendment No. 7 was filed on June 3, 2025. | |
| (d) | None | |
| (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. 8 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None | ||
| 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.
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