SEC Form 4 · accession 0000899243-17-025183
ANDEAVOR LOGISTICS LP · ANDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Tesoro Alaska Pipeline Co LLC
10% Owner
TESORO REFINING & MARKETING Co LLC
10% Owner
Tesoro Logistics GP, LLC
Director · 10% Owner
Period of report
Oct 30, 2017
Accepted (ET)
Nov 1, 2017 · 9:17 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,F4 | Oct 30, 2017 | A | 78,000,000 | — | A | 112,055,042 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On October 30, 2017 and effective as of 4:01 p.m. Eastern Time, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 13, 2017, by and among Andeavor Logistics LP ("Andeavor Logistics"), Tesoro Logistics GP, LLC (the "General Partner"), Western Refining Logistics, LP ("WNRL"), Western Refining Logistics GP, LLC ("WNRL GP"), WNRL Merger Sub LLC ("LP Merger Sub") and WNRL GP Merger Sub LLC, LP Merger Sub merged with and into WNRL, with WNRL surviving such merger as a wholly-owned subsidiary of Andeavor Logistics.
- F2Concurrently with the closing of the transactions contemplated by the Merger Agreement, pursuant to the terms of the Sponsor Equity Restructuring Agreement dated as of August 13, 2017, by and among Andeavor Logistics, the General Partner and Andeavor ("Andeavor"), Andeavor Logistics issued 78,000,000 common units representing limited partner interests in Andeavor Logistics (the "Common Units") to the General Partner in consideration for (1) the cancellation of the incentive distribution rights in Andeavor Logistics and (ii) the conversion of the 2% general partner interest in Andeavor Logistics held by the General Partner into a non-economic general partner interest in Andeavor Logistics.
- F3This Form 4 is filed jointly by the General Partner, Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Alaska Company LLC ("Tesoro Alaska"). Andeavor, Tesoro Alaska and TRMC collectively own 100% of the membership interests in the General Partner. Andeavor owns 100% of the securities of each of TRMC and Tesoro Alaska. Tesoro Alaska and TRMC may be deemed to beneficially own the Common Units held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F4Following the transactions reported on this Form 4, the General Partner directly owns 87,644,050 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.