SEC Form SC 13D/A filed by Green Plains Partners LP (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Green Plains Partners LP

(Name of Issuer)

Common Units, Representing Limited Partner Interests

(Title of Class of Securities)

393221106

(CUSIP Number)

Railroad Ranch Capital Master Fund, LP

1845 Woodall Rodgers Fwy

Suite 1015

Dallas, Texas 75201

Tel: (214) 996-0852

With a Copy to:

Andrew Rosell

Winstead PC

300 Throckmorton Street

Suite 1700

Fort Worth, Texas 76102

Tel: (817) 420-8200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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) Consists of Common Units, Representing Limited Partner Interests of the Issuer (“Common Units”), underlying long call options that are currently exercisable and that are held by Railroad Ranch Capital Master Fund, LP

(2) Based on 23,208,171 Common Units, as reported in the Issuer’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 15, 2021.

(1) Consists of Common Units, Representing Limited Partner Interests of the Issuer (“Common Units”), underlying long call options that are currently exercisable and that are held by Railroad Ranch Capital Master Fund, LP (“Railroad Master Fund”). JDS Equity, LLC (“JDS Equity”) is the general partner of Railroad Master Fund and of Railroad Ranch Capital, LP (“Railroad Capital”), which is the general partner of Railroad Ranch Capital Partners, LP, a limited partner of Railroad Master Fund. In its capacities as the general partner of Railroad Capital and of Railroad Master Fund, JDS Equity may be deemed to have shared voting and/or dispositive power with respect to Common Units beneficially owned by Railroad Master Fund.

(2) Based on 23,208,171 Common Units, as reported in the Issuer’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 15, 2021.

(1) Consists of Common Units, Representing Limited Partner Interests of the Issuer (“Common Units”), underlying long call options that are currently exercisable and that are held by Railroad Ranch Capital Master Fund, LP (“Railroad Master Fund”). Railroad Ranch Capital Partners, LP (“Railroad Capital Partners”) is a limited partner of Railroad Master Fund. Railroad Capital Partners may be deemed to have shared voting and/or dispositive power with respect to a portion of the Common Units beneficially owned by Railroad Master Fund.

(2) Based on 23,208,171 Common Units, as reported in the Issuer’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 15, 2021.

(1) Consists of Common Units, Representing Limited Partner Interests of the Issuer (“Common Units”), underlying long call options that are currently exercisable and that are held by Railroad Ranch Capital Master Fund, LP (“Railroad Master Fund”). Railroad Ranch Capital, LP (“Railroad Capital”) is the general partner of Railroad Ranch Capital Partners, LP, a limited partner of Railroad Master Fund. Railroad Capital may be deemed to have shared voting and/or dispositive power with respect to a portion of the Common Units beneficially owned by Railroad Master Fund.

(2) Based on 23,208,171 Common Units, as reported in the Issuer’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 15, 2021.

(1) Consists of Common Units, Representing Limited Partner Interests of the Issuer (“Common Units”), underlying long call options that are currently exercisable and that are held by Railroad Ranch Capital Master Fund, LP (“Railroad Master Fund”). Railroad Ranch Capital Management, LP (“Railroad Capital Management”) acts as an investment adviser to, and manages investment and trading accounts of, Railroad Master Fund. In its capacity as an investment adviser of Railroad Master Fund, Railroad Capital Management may be deemed to have shared voting and/or dispositive power with respect to Common Units beneficially owned by Railroad Master Fund.

(2) Based on 23,208,171 Common Units, as reported in the Issuer’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 15, 2021.

(1) Consists of Common Units, Representing Limited Partner Interests of the Issuer (“Common Units”), underlying long call options that are currently exercisable and that are held by Railroad Ranch Capital Master Fund, LP (“Railroad Master Fund”). Railroad Ranch Capital Management GP, LLC (“Railroad Capital Management GP”) acts as general partner of the investment adviser to Railroad Master Fund. In its capacity as general partner of the investment adviser of Railroad Master Fund, Railroad Capital Management GP may be deemed to have shared voting and/or dispositive power with respect to Common Units beneficially owned by Railroad Master Fund.

(2) Based on 23,208,171 Common Units, as reported in the Issuer’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 15, 2021.

(1) Consists of Common Units, Representing Limited Partner Interests of the Issuer (“Common Units”), underlying long call options that are currently exercisable and that are held by Railroad Ranch Capital Master Fund, LP (“Railroad Master Fund”). Railroad Ranch Capital Management, LP (“Railroad Capital Management”) acts as an investment adviser to, and manages investment and trading accounts of, Railroad Master Fund. Railroad Ranch Capital Management GP, LLC (“Railroad Capital Management GP”) acts as general partner of the investment adviser to Railroad Master Fund. JDS Equity, LLC (“JDS Equity”) is the general partner of Railroad Master Fund and of Railroad Ranch Capital, LP, which is the general partner of Railroad Ranch Capital Partners, LP, a limited partner of Railroad Master Fund. Mr. Shelton owns all of the outstanding equity interests in and controls JDS Equity and in Railroad Capital Management GP. Mr. Shelton may be deemed to have shared voting and/or dispositive power with respect to Common Units beneficially owned by Railroad Master Fund.

(2) Based on 23,208,171 Common Units, as reported in the Issuer’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 15, 2021.

Explanatory Note

This Amendment No. 1 hereby amends the Schedule 13D first filed by the Reporting Persons (as defined below), on March 5, 2021 (as amended, the “Schedule 13D”).  The securities to which the Schedule 13D relates are outstanding Common Units, Representing Limited Partnership Interests (“Common Units”), of Green Plains Partners, LP, a Delaware limited partnership (the “Issuer”), underlying long call options that are currently exercisable and that are held by the Reporting Persons. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Capitalized terms used herein but not defined in this Amendment No. 1 shall have the meaning ascribed to such term in the Schedule 13D.

On April 16, 2021, 382,500 Common Units underlying American-style long call options that were held by Railroad Master Fund (as defined below) expired and were not called by Railroad Master Fund. As a result, the Reporting Persons are no longer beneficial owners of more than 5% of the Common Units of the Company. While the Reporting Persons’ ownership has now dropped below 5%, their views on the Issuer’s value have not changed, and they will continue actively monitoring the situation with the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Item 6 of the Schedule 13D is hereby amended and supplemented to add the following:

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) with respect to the joint filing of this Amendment No. 1 and any amendment or amendments to the Schedule 13D. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by the contents of the Joint Filing Agreement, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

As of the date hereof, Railroad Master Fund has entered into certain cash-settled swap agreements with unaffiliated third party financial institutions (the “Swaps”). The Swaps held by Railroad Master Fund represent economic exposure to an aggregate of 623,201 Common Units. The Swaps provide Railroad Master Fund with economic results that are comparable to the economic results of ownership, but do not provide Railroad Master Fund with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Swaps. The Reporting Persons disclaim beneficial ownership of the Common Units that are the subject of the Swaps.

Except as described in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 or, to the best of the Reporting Persons’ knowledge, between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 20, 2021

Annex A

Schedule of Transactions