SEC Form 4 · accession 0000899243-16-023703

Northern Tier Energy LP · NTI

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

Reporting owner

Officer — Exec VP, General Counsel & Sec

Period of report

Jun 23, 2016

Accepted (ET)

Jun 27, 2016 · 9:07 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001533454

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Units^F1	Jun 23, 2016	D	16,300	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Units^F2	—	Jun 23, 2016	D	31,068	D	—	—	Common Units	31,068	0	D

F1The transaction reported occurred in connection with the merger of the Issuer with a wholly-owned subsidiary of Western Refining, Inc. ("WNR"), effective June 23, 2016. On June 23, 2016, the last trading day for the common units of the Issuer, the closing price of the common units of the Issuer was $21.15 per unit and the closing price of WNR's common stock was $20.25. Each common unit of the Issuer held by the reporting person was converted into the right to receive, at her election but subject to proration, (i) $15.00 in cash without interest and 0.2986 of a share of WNR common stock, (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock.
F2The time-based phantom units of the Issuer held by the reporting person immediately prior to the effective time of the merger were cancelled in connection with the merger. The Issuer did not provide value as consideration for the cancellation. The reporting person received comparable WNR equity awards in connection with the merger.