SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Cubbage Vincent T. (Last) (First) (Middle) 725 FIFTH AVENUE, 19TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Arc Logistics Partners LP [ ARCX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 12/28/2016
	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 representing limited partner interests	12/28/2016		S(1)		27,894	D	$14.5(2)	53,833	D
Common units representing limited partner interests	11/18/2016		G	V	16,673(3)	D	$0.00	30,516(4)	I(4)	By Lightfoot Capital Partners, LP
Common units representing limited partner interests	12/28/2016		P(1)		164(5)	A	$14.5(2)	30,680(6)	I(6)	By Lightfoot Capital Partners, LP

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

Explanation of Responses:

1. Represents Mr. Cubbage's sale of common units representing limited partner interests in the Issuer ("Common Units") to Lightfoot Capital Partners, LP ("LCP LP"), a 10% owner of the Issuer, which was intended to cover the Reporting Person's tax liability resulting from the settlement on November 17, 2016 of phantom units subject to performance-based vesting that were awarded to the Reporting Person under the Issuer's Long-Term Incentive Plan.

2. The Reporting Person sold the Common Units to LCP LP at a price equal to the closing price of the Issuer's Common Units on November 17, 2016.

3. The Reporting Person may be deemed to have indirectly owned, as of November 17, 2016, 47,189 of the Common Units held by LCP LP. As of November 18, 2016, the Reporting Person transferred by gift to a family trust established for estate planning purposes, the sole trustee of which is the spouse of the Reporting Person, a portion of his limited liability company membership interests in Lightfoot Capital Partners GP LLC ("LCP GP"), the general partner of LCP LP, and a portion of his limited partner interests in LCP LP. The interests transferred to the trust represented beneficial ownership of 16,673 of the Common Units owned by LCP LP.

4. Certain members of LCP GP may elect to cause LCP LP to distribute the Common Units held by LCP LP to the partners of LCP LP and to the members of LCP GP. As a member of LCP GP and a partner of LCP LP, Mr. Cubbage may be deemed to indirectly own a portion of the Common Units held by LCP LP.

5. The Reporting Person may be deemed to indirectly own 164 of the 27,894 Common Units acquired by LCP LP.

6. As set out in footnote 4 above, Mr. Cubbage may be deemed to indirectly own a portion of the Common Units held by LCP LP. As of the date of this report, LCP LP owns 5,242,775 Common Units. As a member of LCP GP and a partner of LCP LP, Mr. Cubbage may be deemed to indirectly own 30,680 of these Common Units. Mr. Cubbage disclaims beneficial ownership of the Common Units owned by LCP LP except to the extent of his pecuniary interest therein.

Remarks:

Chief Executive Officer and Chairman

	/s/ Stephen J. Pilatzke, as Attorney-in-Fact for Vincent T. Cubbage	12/30/2016
	** 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).
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