SEC Form 3 · accession 0001209191-18-054167
ANDEAVOR LOGISTICS LP · ANDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Andeavor
Director · 10% Owner
Giant Industries, Inc.
Director · 10% Owner
Tesoro Alaska Pipeline Co LLC
Director · 10% Owner
Western Refining Southwest, Inc.
Director · 10% Owner
TESORO REFINING & MARKETING Co LLC
Director · 10% Owner
Western Refining, Inc.
Director · 10% Owner
Marathon Petroleum Corp
Director · 10% Owner
Tesoro Logistics GP, LLC
Director · 10% Owner
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 9:39 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 (Limited Partner Interests)F1,F2 | holding | — | — | — | 156,173,128 | I | See Footnotes (1)(2) |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 3 is submitted jointly by Marathon Petroleum Corporation ("MPC"), Andeavor LLC (as successor by merger to Andeavor), Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), and Tesoro Logistics GP, LLC ("TLGP"). Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI. All of the membership interests in TLGP are held by TRMC, TAC, and WRSI. Accordingly, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.
- F2The Common Units are held by TLGP (88,624,852) and WRSI (67,548,276). Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 29, 2018 (as amended, the "Merger Agreement"), by and among MPC, Andeavor, Mahi Inc. and Mahi LLC (n/k/a Andeavor LLC), Andeavor merged with and into Mahi Inc., with Andeavor surviving, and immediately following, Andeavor merged with and into Mahi LLC (n/k/a Andeavor LLC), with Mahi LLC (n/k/a Andeavor LLC) surviving the merger as a wholly owned subsidiary of MPC. MPC, Andeavor LLC, WRI, GII, TRMC and TAC each disclaims beneficial ownership of the Common Units of the Issuer except to the extent of its pecuniary interest therein. TLGP also owns the noneconomic general partner interest in the Issuer. MPC, Andeavor LLC, WRI, GII, WRSI, TRMC and TAC may be deemed to be the indirect beneficial owners of the noneconomic general partner interest in the Issuer, but each disclaims beneficial ownership except to the extent of its pecuniary interest.