SEC Form 4 · accession 0000899243-16-029451
ANDEAVOR LOGISTICS LP · ANDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Corp /new/ Tesoro
10% Owner
Tesoro Alaska Pipeline Co LLC
10% Owner
TESORO REFINING & MARKETING Co LLC
10% Owner
Tesoro Logistics GP, LLC
10% Owner
Period of report
Sep 16, 2016
Accepted (ET)
Sep 20, 2016 · 5:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507615
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partnership interestsF1,F2,F3 | Sep 16, 2016 | A | 358,712 | — | A | 33,194,109 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Contribution, Conveyance and Assumption Agreement dated July 1, 2016 among the Issuer, Tesoro Logistics GP, LLC (the "General Partner"), Tesoro Corporation ("Tesoro"), Tesoro Alaska Company LLC ("Tesoro Alaska") and other parties thereto, the General Partner agreed to contribute certain assets to the Issuer in exchange for 358,712 common units representing limited partner interests in the Issuer ("Common Units"), approximately $160 million in cash and 20,440 general partner units necessary to restore and maintain its 2% general partner interest in the Issuer.
- F2This Form 4 is filed jointly by Tesoro, the General Partner, Tesoro Refining & Marketing Company LLC ("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: 3.3%, Tesoro Alaska: 17.7%, and TRMC: 79.0%). 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.
- F3(Continued from footnote 2) Following the transactions reported on this Form 4, Tesoro directly owns 15,620,925 Common Units, the General Partner directly owns 8,783,117 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 Cogeneration Company.