SEC Form 4 · accession 0001209191-18-007307
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 · 10% Owner
MPC Investment LLC
Director · 10% Owner
MPLX Holdings Inc.
Director
Period of report
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 11:55 am 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 |
|---|---|---|---|---|---|---|---|---|
| Common Units (Limited Partner Interests)F1,F2,F3 | Feb 1, 2018 | A | 386,611,111 | — | A | 504,701,934 | 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 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 Contribution Agreement dated November 13, 2017 among the Issuer, Logistics, Holdings, the GP and MPCI, on 2/1/2018, MPCI contributed: the membership interests in MPLX Refining Logistics LLC, which owns all of the membership interests in each of Canton Refining Logistics LLC, Catlettsburg Refining Logistics LLC, Detroit Refining Logistics LLC, Galveston Bay Refining Logistics LLC, Garyville Refining Logistics LLC and Robinson Refining Logistics LLC; and all of the membership interests in MPLX Fuels Distribution LLC, to the Issuer for $4.1 billion in cash consideration and equity consideration, consisting of (i) 85,610,278 common units issued to the GP, (ii) 18,176,666 common units issued to Logistics, (iii) 7,824,167 common units issued to Holdings and (iv) 2,277,778 general partner units issued to the GP.
- F3Pursuant to the Partnership Interests Restructuring Agreement dated December 15, 2017, between the Issuer and the GP, on 2/1/2018, the GP converted its 10,586,691 general partner units, representing its 2% general partner interest in the Issuer, into a non-economic general partner interest in the Issuer and the GP's general partner units and incentive distribution rights were cancelled and redeemed, in exchange for 275,000,000 newly issued common units issued to the GP.