SEC Form 4 · accession 0000899243-15-008107

ANDEAVOR LOGISTICS LP · ANDX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to the Contribution, Conveyance and Assumption Agreement dated November 12, 2015 among the Issuer, Tesoro Logistics GP, LLC (the "General Partner"), Tesoro Corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC ("TRMC"), Carson Cogeneration Company ("Carson Cogen") and other parties thereto, (a) the General Partner agreed to contribute certain assets to the Issuer in exchange for 4,112,346 common units representing limited partner interests in the Issuer ("Common Units"), approximately $250 million in cash and 269,067 general partner units necessary to restore and maintain its 2% general partner interest in the Issuer and (b) Carson Cogen agreed to contribute certain assets to the Issuer in exchange for 151,021 Common Units.
• F2This Form 4 is filed jointly by Tesoro, the General Partner, TRMC and Tesoro Alaska. The General Partner owns a 2% general partner interest in the Issuer. Tesoro, Tesoro Alaska and TRMC collectively own 100% of the membership interests in the General Partner (Tesoro: 4%, Tesoro Alaska: 0.5%, and TRMC: 95.5%). Tesoro owns 100% of the securities of each of TRMC and Tesoro Alaska. Tesoro, Tesoro Alaska and TRMC may be deemed to beneficially own the securities of the Issuer held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Following the transactions reported on this Form 4, Tesoro directly owns 15,620,925 Common Units, the General Partner directly owns 8,034,123 Common Units, Tesoro Alaska directly owns 571,065 Common Units and TRMC directly owns 8,067,981 Common Units and indirectly owns 151,021 Common Units through its wholly-owned subsidiary Carson Cogen.