WPT World Point Terminals, LP Common Units Representing Limited Partner Interests

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 4)

(Rule 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13( e )
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

WORLD POINT TERMINALS, LP

(Name of Issuer)

WORLD POINT TERMINALS, INC.

WORLD POINT TERMINALS, LP
WPT GP, LLC
(Names of Person(s) Filing Statement)

COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS
(Title of Class of Securities)

98159G107
(CUSIP Number of Class of Securities)

Jonathan Q. Affleck

8235 Forsyth Boulevard, Suite 400

St. Louis, Missouri 63105

(314) 889-9660

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: x

CALCULATION OF FILING FEE

INTRODUCTION

This Amendment No. 4 (this “ Amendment No. 4 ”) amends and supplements the Transaction Statement on Schedule 13E-3 (as amended and supplemented from time to time, including as amended by Amendment No. 1, dated June 21, 2017, Amendment No. 2, dated June 28, 2017, Amendment No. 3, dated June 30, 2017, and this Amendment No. 4, the “ Schedule 13E-3 ”) initially filed with the Securities and Exchange Commission (the “ SEC ”) on June 2, 2017 jointly by (1) World Point Terminals, Inc., a Delaware corporation (the “ Offeror ”), (2) World Point Terminals, LP, a Delaware limited partnership (the “ Partnership ”), and (3) WPT GP, LLC, a Delaware limited liability company and general partner of the Partnership (the “ General Partner ”).

The Schedule 13E-3 relates to the Transaction Agreement, dated as of June 1, 2017, by and among the Offeror, the General Partner and the Partnership (together with any amendments and supplements thereto, the “ Transaction Agreement ”). Pursuant to the Transaction Agreement, the Offeror offered to purchase all issued and outstanding common units (“ Units ”) of the Partnership that were not already beneficially owned by the Offeror or its affiliates, at a price per Unit equal to $17.30 (the “ Offer Price ”), net to the holder in cash, without interest thereon and less any applicable tax withholding, and on the other terms and subject to the other conditions specified in the Offer to Purchase, dated June 2, 2017 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”). The Offer to Purchase and the Letter of Transmittal were originally filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Tender Offer Statement on Schedule TO filed by the Offeror with the SEC on June 2, 2017. Pursuant to the Transaction Agreement, following the completion of the Offer, the Offeror purchased all of the outstanding Units not tendered pursuant to the Offer that were held by persons other than the Offeror or its affiliates (the “ Buyout ”) pursuant to Section 15.1(a) of the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “ Partnership Agreement ”), at a price per Unit equal to the Offer Price, net to the seller in cash, without interest thereon.

This Amendment No. 4 is being filed pursuant to Rule 13e-3(d)(3) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as a final amendment to the Schedule 13E-3 to report the result of the Rule 13e-3 transaction subject to the Schedule 13E-3. Except as otherwise set forth in this Amendment No. 4, the information contained in the Schedule 13E-3 remains unchanged and is incorporated herein by reference. Capitalized terms used but not defined in this Amendment No. 4 shall have the respective meanings given to them in the Schedule 13E-3.

Item 15. Additional Information

Item 15 of the Schedule 13E-3 is hereby amended and supplemented as follows:

Following the completion of the Buyout, the Offeror and its affiliates collectively own 100% of the outstanding Units. As a result, there is no longer a public market for the Units. Therefore, the trading of the Units on the NYSE has been suspended, effective the date hereof, and the Partnership has requested that the NYSE file with the SEC a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, to delist the Units from the NYSE and to deregister them under Section 12(b) of the Exchange Act. The Partnership intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the deregistration of the Units under Section 12(g) of the Exchange Act and the suspension of the Partnership’s reporting obligations under Sections 13 and 15(d) of the Exchange Act, as promptly as practicable.

SIGNATURES

After due 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.

[Signature Page to Amendment No.4 to Transaction Statement on Schedule 13E-3]

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