SEC Form 4 · accession 0001209191-16-140304
MPLX LP · MPLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
MARKWEST HYDROCARBON L.L.C.
Director · 10% Owner
Marathon Petroleum Corp
Director · 10% Owner
MPLX Logistics Holdings LLC
Director · 10% Owner
MPLX GP LLC
Director · 10% Owner
MPC Investment LLC
Director · 10% Owner
MPLX Holdings Inc.
Director · 10% Owner
Period of report
Sep 1, 2016
Accepted (ET)
Sep 6, 2016 · 8:17 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common Units (Limited Partner Interests)F1,F2,F3,F4 | Sep 1, 2016 | D | 21,401,137 | — | D | 58,064,999 | I | See Footnotes |
| Common Units (Limited Partner Interests)F2,F3,F4,F5 | Sep 2, 2016 | A | 28,554,314 | — | A | 86,619,313 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a Master Reorganization Agreement effective September 1, 2016 by and among MPLX Holdings Inc. ("Holdings"), MarkWest Energy Partners, L.P. ("MarkWest"), MWE GP LLC ("MWE GP"), MPLX LP ("MPLX"), MPLX GP LLC ("the "General Partner"), MPC Investment LLC ("MPC Investment"), MPLX Logistics Holdings LLC ("Logistics Holdings") and MarkWest Hydrocarbon, L.L.C. ("Hydrocarbon"), MPLX transferred 980 shares of Holdings common stock to Logistics Holdings in exchange for 21,401,137 common units held by Logistics Holdings.
- F2This Form 4 is filed jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment, the General Partner, Logistics Holdings, Holdings and Hydrocarbon. MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests or stock in the General Partner, Logistics Holdings and Holdings. Holdings owned all of the membership interests in Hydrocarbon as of September 2, 2016. Accordingly, the General Partner, Logistics Holdings and Holdings are all indirect wholly-owned subsidiaries of MPC, and Hydrocarbon was an indirect wholly-owned subsidiary of MPC as of September 2, 2016.
- F3The General Partner directly owns 7,193,467 general partner units, representing a 2% general partner interest in the Issuer. MPC Investment owns all of the membership interests or stock in the General Partner, Logistics Holdings and Holdings and MPC owns all of the membership interests in MPC Investment. Holdings owned all of the membership interests in Hydrocarbon as of September 2, 2016. Accordingly, MPC and MPC Investment both may be deemed to have indirectly beneficially owned the securities of the Issuer directly held by the General Partner, Logistics Holdings, Holdings and Hydrocarbon but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
- F4The General Partner directly owns 7,193,467 general partner units, representing its 2% general partner interest in the Issuer.
- F5Pursuant to a Master Reorganization Agreement effective September 1, 2016 by and among Holdings, MarkWest, MWE GP, MPLX, the General Partner, MPC Investment, Logistics Holdings and Hydrocarbon, all issued and outstanding Class A Units representing limited partner interests of MPLX were exchanged for newly created and issued common units representing limited partner interests of MPLX on a one-to-one conversion, eliminating all issued and outstanding Class A Units representing limited partner interests of MPLX.