SEC Form 4 · accession 0000899243-17-025863
ANDEAVOR LOGISTICS LP · ANDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andeavor
10% Owner
Period of report
Nov 8, 2017
Accepted (ET)
Nov 9, 2017 · 6:45 pm EST
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 | Nov 8, 2017 | A | 980,802 | — | A | 112,268,461 | I | See Footnote |
| Common units representing limited partnership interests | holding | — | — | — | 15,620,925 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Contribution, Conveyance and Assumption Agreement dated November 8, 2017 among the Issuer, Tesoro Logistics GP, LLC (the "General Partner"), Andeavor ("Andeavor"), Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Logistics Operations LLC, the General Partner agreed to contribute certain assets to the Issuer in exchange for 980,802 common units representing limited partner interests in the Issuer ("Common Units") and approximately $400.5 million in cash.
- F2Andeavor collectively owns 100% of the membership interests in the General Partner with TRMC and Tesoro Alaska Company LLC ("Tesoro Alaska"). Andeavor also owns 100% of the securities of Western Refining Southwest, Inc. ("WRSW"), which owns, directly and indirectly, through its subsidiary, 14,853,542 Common Units. Andeavor owns 100% of the securities of each of TRMC, Tesoro Alaska and WRSW. Therefore, Andeavor may be deemed to beneficially own the 88,624,852 Common Units directly owned by the General Partner, 8,219,002 Common Units directly or indirectly owned by TRMC, 571,065 Common Units directly owned by Tesoro Alaska and 14,853,542 Common Units directly or indirectly owned by WRSW, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.