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Form 4 Calumet Specialty Produc For: Apr 21 Filed by: Grube Ferdinand William

April 25, 2016 8:04 PM EDT
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 *
Grube Ferdinand William

(Last) (First) (Middle)
2780 WATERFRONT PKWY. E. DR., SUITE 200

(Street)
INDIANAPOLIS IN 46214

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Calumet Specialty Products Partners, L.P. [ CLMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice Chairman of BOD
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2016
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)
Code V Amount (A) or (D) Price
Common Units 04/21/2016   M   5,400 A $ 0 119,993 D  
Common Units 04/21/2016   M   2,700 A $ 0 122,693 D  
Common Units 04/21/2016   M   8,100 A $ 0 130,793 D  
Common Units 04/21/2016   F   4,978 D $ 0 (1) 125,815 D  
Common Units               775,000 I By AEG Associates II LLC
Common Units               38,105 I See Footnote (2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units (3) 04/21/2016   M     5,400   (4)   (4) Common Units 5,400.00 $ 0 16,200 D  
Phantom Units (3) 04/21/2016   M     2,700   (5)   (5) Common Units 2,700.00 $ 0 5,400 D  
Phantom Units (3) 04/21/2016   M     8,100   (6)   (6) Common Units 8,100.00 $ 0 0 D  
Explanation of Responses:
1. The reporting person elected to surrender 4,978 common units to satisfy tax withholding liabilities upon delivery of common units in accordance with Rule 16b-3.
2. Common units owned by F. William Grube's (Mr. Grube) spouse. Mr. Grube disclaims beneficial ownership of these common units, and the inclusion of these common units in this report shall not be deemed an admission of beneficial ownership of the reported common units for purposes of Section 16 or for any other purpose.
3. Each Phantom Unit is the economic equivalent of a Calumet Specialty Products Partners, L.P. Common Unit.
4. 25% of the Phantom Units vested immediately and the remaining vest ratably over three years on December 31 of each year beginning on December 31, 2016.
5. 25% of the Phantom Units vested immediately and the remaining vest ratably over three years on December 31 of each year beginning on December 31, 2015.
6. 25% of the Phantom Units vested immediately and the remaining vest ratably over three years on December 31 of each year beginning on December 31, 2013.
R. Patrick Murray, II, as attorney-in-fact 04/25/2016
** 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.


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