UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILEDPURSUANT
TO (s) 240.13d-1(b), (c), AND (d) ANDAMENDMENTS THERETO FILED
PURSUANT TO (s) 240.13d-2
Calumet Specialty Products Partners, LP
(Name of Issuer)
Common Units representing limited partnership interests
(Title of Class of Securities)
131476103
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of the Statement)
Check the appropriate box to designate the rule pursuantto which this Schedule
is filed:
.. Rule 13d-1(b)
x Rule 13d-1(c)
.. Rule 13d-1(d)
The remainder of this cover page shall be filledout for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequentamendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of thiscover 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 ofthe Act (however, see
the Notes).
Cusip No. 13G Page 2 of 8 Pages
131476103
1. NAME OF REPORTING PERSONS
David M. Knott, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
..
(b)
..
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 4,407,000
OWNED BY
EACH
REPORTING
PERSON
WITH
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
4,407,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,407,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
..
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Cusip No. 13G Page 3 of 8 Pages
131476103
1. NAME OF REPORTING PERSONS
Dorset Partners LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
..
(b)
..
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 4,325,000
OWNED BY
EACH
REPORTING
PERSON
WITH
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
4,325,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,325,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
..
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
Cusip No. 13G Page 4 of 8 Pages
131476103
1. NAME OF REPORTING PERSONS
Dorset Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
..
(b)
..
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
..
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Cusip No. 13G Page 5 of 8 Pages
131476103
1. NAME OF REPORTING PERSONS
Knott Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
..
(b)
..
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 4,069,276
OWNED BY
EACH
REPORTING
PERSON
WITH
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
4,069,276
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,069,276
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
..
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
Cusip No. 13G Page 6 of 8 Pages
131476103
Item 1(a). Name of Issuer:
Item 1(b). Address of Issuer's Principal Executive Offices:
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office or, if none, Residence:
Item 2(c). Citizenship:
Item 2(d). Title of Class of Securities:
Item 2(e). CUSIP Number:
Item 3. If this statement is filed pursuant to (s)(s) 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
(a) .. Broker or dealer registered under
section 15 of the Act ( 15 U.S.C. 78o);
(b) .. Bank as defined in section 3(a)(6)
of the Act ( 15 U.S.C. 78c);
(c) .. Insurance company as defined in section
3(a)(19) of the Act ( 15 U.S.C. 78c);
(d) .. Investment company registered under section 8 of the
Investment Company Act of 1940 ( 15 U.S.C 80a-8);
(e) .. An investment adviser in accordance
with (s) 240.13d-1(b)(1)(ii)(E);
(f) .. An employee benefit plan or endowment fund in
accordance with (s) 240.13d-1(b)(1)(ii)(F);
(g) .. A parent holding company or control person in
accordance with (s) 240.13d-1(b)(1)(ii)(G);
(h) .. A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act ( 12 U.S.C. 1813);
(i) .. A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-3);
(j) .. A non-U.S. institution in accordance
with (s) 240.13d-1(b)(1)(ii)(J);
(k) .. Group, in accordance with (s) 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with (s) 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Cusip No. 13G Page 7 of 8 Pages
131476103
Item 4. Ownership:
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of the date of the event requiring this filing, the following Reporting Persons
are the beneficial owners of more than five percent of the class of securities
of Calumet Specialty Products
Partners, LP (the "Company")
, either as Common Units or options
("Options") of the Company fully exercisable within 60 days
of such event, none of which Options has been exercised
:
1. David M. Knott, Jr.: see Rows
5 through 9 and 11 on page 2
2. Dorset Partners LLC (as successor in interest to Dorset Management
Corporation, pursuant to merger): see Rows 5 through 9 and 11 on page 3
3.
Dorset Management Corporation (despite merger into Dorset Partners LLC, separate
disclosure for Dorset Management Corporation made in this Item 4 for clarity)
:
see Rows 5 through 9 and 11 on page
4
4. Knott Partners, L.P.:
see Rows 5 through 9 and 11 on page 5
(b) Percent of class:
1. David M. Knott, Jr.: see Row 11 on page 2
2. Dorset Partners LLC: see Row 11 on page 3
3. Dorset Management Corporation:
see Row 11 on page 4
4.
Knott Partners, L.P.:
see Row 11 on page 5
(c) Number of Common Units as
to which the person has:
(i) Sole power to vote or
to direct the vote:
(ii) Shared power to vote
or to direct the vote:
(iii) Sole power to dispose or to
direct the disposition of:
(iv) Shared power to dispose or to
direct the disposition of:
1.
David M. Knott, Jr.:
see Rows 5 through 8 on page 2
2.
Dorset Partners LLC:
see Rows 5 through 8 on page 3
3.
Dorset Management
Corporation: see
Rows 5 through 8
on page 4
4. Knott Partners, L.P.:
see Rows 5 through 8 on page 5.
Item 5. Ownership of Five Percent or Less of a Class:
Dorset Management Corporation (per merger into Dorset
Partners LLC): see Rows 5 through 9 and 11 on page 4
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent
of the class of securities, check the following
x
.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Persons, other than the Reporting Persons hereunder,
have the right to receive or the power to
direct the receipt of dividends, or the proceeds
from the sale, of securities reported herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under (s) 240.14a-11.
Cusip No. 13G Page 8 of 8 Pages
131476103
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, Icertify
that the information set forth in this statement is true, complete and correct.
Date: 13 February 2024
/s/David M. Knott, Jr.
David M. Knott, Jr.
DORSET PARTNERS LLC, for itself and as successor in interestto Dorset Management Corporation
By: /s/David M. Knott, Jr.
Executive Managing Member
Name: David M. Knott, Jr.
KNOTT PARTNERS, L.P.
By: Knott Partners Management, LLC,as general partner
By: /s/David M. Knott, Jr.
Executive Managing Member
Name: David M. Knott, Jr.