| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/13/2011 |
3. Issuer Name and Ticker or Trading Symbol
Oiltanking Partners, L.P. [ OILT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| No securities are beneficially owned. |
| /s/ Donna Hymel, as attorney-in-fact | 07/13/2011 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND 13G
FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND 13G
The undersigned hereby constitutes and appoints Carlin G. Conner, Kenneth F. Owen, Jan P. Vogel and
Donna Hymel, or any of them acting without the others, with full power of substitution, as the
undersigned’s true and lawful attorney-in-fact to:
| 1. | Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5
(including amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144 and (c) Schedule
13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d)
and 13(g) of the Exchange Act, but only to the extent each form or schedule relates to
the undersigned’s beneficial ownership of securities of Oiltanking Partners, L.P. or
any of its subsidiaries; |
| 2. | Do and perform any and all acts for and on behalf of the undersigned that may
be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms
or schedules with the Securities and Exchange Commission and any stock exchange or
quotation system, self-regulatory association or any other authority, and provide a
copy as required by law or advisable to such persons as the attorney-in-fact deems
appropriate; and |
| 3. | Take any other action in connection with the foregoing that, in the opinion of
the attorney-in-fact, may be of benefit to, in the best interest of or legally required
of the undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in the form and shall contain the terms and conditions as the attorney-in-fact may
approve in the attorney-in-fact’s discretion. |
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform
all and every act requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming
(nor is Oiltanking Partners, L.P. assuming) any of the undersigned’s responsibilities to comply
with Section 16 of the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally
or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned
also agrees to indemnify and hold harmless Oiltanking Partners, L.P. and the attorney-in-fact
against any losses, claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the information provided
by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of
information by or at the direction of the undersigned, to the attorney-in fact for purposes of
executing, acknowledging, delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule 13D or
Schedule 13G (including amendments thereto) and agrees to reimburse Oiltanking Partners, L.P. and
the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection
with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including
amendments thereto) with respect to the undersigned’s holdings of and transactions in securities
issued by Oiltanking Partners, L.P., unless earlier revoked by the undersigned in a signed writing
delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date
written below.
/s/ Kapil K. Jain
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Kapil K. Jain
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June 10, 2011
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