SEC Form 4 · accession 0001209191-17-051191
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
Director · 10% Owner
MPLX GP LLC
Director
MPC Investment LLC
Director · 10% Owner
MPLX Holdings Inc.
Director
Period of report
Sep 1, 2017
Accepted (ET)
Sep 5, 2017 · 1:40 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 | Sep 1, 2017 | A | 18,511,134 | — | A | 118,090,823 | 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 ("MPCI"), MPLX GP LLC (the "GP"), MPLX Logistics Holdings LLC ("Logistics") and MPLX Holdings Inc. ("Holdings"). MPCI, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in both the GP and Logistics and all of the shares of stock of Holdings. Accordingly, the GP, Logistics and Holdings are all indirect wholly-owned subsidiaries of MPC.
- F2Pursuant to the Membership Interests and Shares Contributions Agreement among the Issuer, Logistics, Holdings, the GP and MPCI, on 9/1/2017, MPCI agreed to contribute: the membership interests of Lincoln Pipeline LLC, which holds a 35% interest in Illinois Extension Pipeline Company, L.L.C.; the membership interests of MPL Louisiana Holdings LLC, which holds a 40.7% interest in LOOP LLC; a 58.52% interest in LOCAP LLC; and a 24.51% interest in Explorer Pipeline Company, to the Issuer for $420 million in cash and equity consideration valued at $630 million, consisting of: (i) 13,719,017 common units issued to the GP, (ii) 3,350,893 common units issued to Logistics, (iii) 1,441,224 common units issued to Holdings and (iv) 377,778 general partner units issued to the GP. The units issued were calculated by dividing $630 million by $33.3529, the simple average of the 10 day trading volume weighted average price of a common unit for the 10 trading days ending 8/31/2017.
- F3The GP directly owns 8,306,911 general partner units, representing its 2% general partner interest in the Issuer. MPCI owns all of the membership interest in the GP and MPC owns all of the membership interest in MPCI. Accordingly, MPC and MPCI both may be deemed to indirectly beneficially own the securities of the Issuer directly held by the GP, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.