SEC Form 4 · accession 0001209191-15-084113
MPLX LP · MPLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Marathon Petroleum Corp
Director · 10% Owner
MPLX Logistics Holdings LLC
10% Owner
MPLX GP LLC
Director
MPC Investment LLC
Director · 10% Owner
Period of report
Dec 4, 2015
Accepted (ET)
Dec 8, 2015 · 7:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001552000
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A UnitsF1,F2,F3,F4,F5 | Dec 4, 2015 | A | 28,554,313 | — | A | 28,554,313 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), and MPLX Logistics Holdings LLC ("MPLX Logistics Holdings"), with respect to the Issuer's Class A units.
- F2MarkWest Hydrocarbon, Inc., an indirect wholly-owned subsidiary of the Issuer, owns all of the Issuer's Class A units.
- F3The General Partner directly owns 6,800,475 general partner units, representing its 2% general partner interest in the Issuer and MPLX Logistics Holdings LLC beneficially owns 56,932,134 common units representing limited partnership interests in the Issuer. MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in both the General Partner and MPLX Logistics Holdings. Accordingly, the General Partner and MPLX Logistics Holdings are both indirect wholly-owned subsidiaries of MPC.
- F4MPC Investment owns all of the membership interests in both the General Partner and MPLX Logistics Holdings, and MPC owns all of the membership interest in MPC Investment. Accordingly, MPC, MPC Investment, the General Partner and MPLX Logistics Holdings may be deemed to indirectly beneficially own the securities of the Issuer directly held by MarkWest Hydrocarbon, Inc., but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
- F5Received in exchange for 22,640,000 MarkWest Energy Partners, L.P. ("MarkWest") Class A units in connection with the merger of Sapphire Holdco LLC, a wholly-owned subsidiary of the Issuer, with and into MarkWest on December 4, 2015, with MarkWest as the surviving entity (the "Merger"). The MarkWest Class A units outstanding immediately prior to the effective time of the Merger were converted into the specified number of Issuer Class A units having substantially similar rights and obligations that the MarkWest Class A units had immediately prior to the effective time.