SEC Form 4 · accession 0000899243-17-006031
Western Refining Logistics, LP · WNRL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Giant Industries, Inc.
10% Owner · Other
Western Refining Southwest, Inc.
10% Owner · Other
Western Refining, Inc.
10% Owner · Other
Western Acquisition Holdings, LLC
10% Owner · Other
Period of report
Mar 2, 2017
Accepted (ET)
Mar 2, 2017 · 4:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581908
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2 | Mar 2, 2017 | C | 22,811,000 | $0.00 | A | 31,390,623 | D | |
| Common Units representing limited partner interests | holding | — | — | — | 628,224 | I | Through St. Paul Park Refining Co. LLC | |
| TexNew Mex Units | holding | — | — | — | 80,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated units representing limited partner interestsF1,F2 | — | Mar 2, 2017 | C | 22,811,000 | D | — | — | Common units representing limited partner interests | 22,811,000 | 0 | D |
Explanation of responses
- F1On March 2, 2017, 22,811,000 subordinated units representing limited partner interests of the Issuer (the "Subordinated Units") directly owned by Western Refining Southwest, Inc. ("WRSW") were converted into common units representing limited partner interests in the Issuer (the "Common Units") on a one-for-one basis for no additional consideration upon the satisfaction of certain conditions in the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated October 30, 2015 (the "Partnership Agreement"). There was no expiration date associated with the Subordinated Units.
- F2This Form 4 is being filed jointly by WRSW, Western Acquisition Holdings, LLC ("WAH"), Giant Industries, Inc. ("Giant") and Western Refining, Inc. ("Western"). Giant is a wholly owned subsidiary of Western and owns approximately 38.7% of the outstanding shares of WRSW. WAH owns approximately 61.3% of the outstanding shares of WRSW and is a wholly owned subsidiary of Giant. WAH may be deemed to beneficially own the Common Units of the Issuer directly owned by WRSW, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
Remarks
WRSW has the right to appoint all of the directors of the Board of Directors of Western Refining Logistics GP, LLC, the general partner of the Issuer. WAH has a controlling interest in WRSW and WAH is a wholly owned subsidiary of Giant, which is an indirect wholly owned subsidiary of Western. Therefore, each of WAH, Giant, Western and WRSW may be deemed a director by deputization.