SEC Form 4 · accession 0000899243-16-023715
Northern Tier Energy LP · NTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
NT InterHoldCo LLC
Director · 10% Owner
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 9:21 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 UnitF1 | Jun 23, 2016 | P$0 | 57,325,033 | — | A | 92,947,533 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 23, 2016, Western Acquisition Co, LLC ("MergerCo"), a wholly-owned indirect subsidiary of Western Refining, Inc. ("WNR"), merged with and into Northern Tier Energy LP ("NTI"), with NTI surviving as a wholly-owned subsidiary of WNR. All of the limited liability company interests in MergerCo outstanding immediately prior to the effective time, which were held by Western Acquisition Holdings, LLC, a wholly-owned subsidiary of NT InterHoldCo LLC ("NTH"), were converted into, in the aggregate, the number of NTI common units (excluding any NTI common units owned by WNR or its subsidiaries) issued and outstanding immediately prior to the merger. On June 23, 2016, the last trading day for NTI common units, the closing price of NTI common units was $21.15 per unit and the closing price of WNR's common stock was $20.25.
Remarks
NTH has the right to appoint directors to the board of NTI GP, the general partner of NTI. Therefore, NTH may be deemed to be a director by deputization.