SEC Form 4 · accession 0000899243-17-025173
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
Oct 30, 2017
Accepted (ET)
Nov 1, 2017 · 8:34 pm EDT
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 partnership interestsF1,F3 | Oct 30, 2017 | D | 31,390,623 | — | D | 0 | D | |
| Common units representing limited partnership interestsF1 | Oct 30, 2017 | D | 628,224 | — | D | 0 | I | Through St. Paul Park Refining Co. LLC |
| TexNew Mex UnitsF2 | Oct 30, 2017 | D | 80,000 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In connection with the merger between the Issuer and a wholly-owned subsidiary of Andeavor Logistics LP ("ANDX"), among the 32,018,847 common units of the Issuer that were owned directly or indirectly by Western Refining Southwest, Inc. ("WRSW"), including 628,224 common units owned through a wholly owned subsidiary, (i) 3,634,473 common units were cancelled and converted into a Special Limited Partner Interest (as defined in the merger agreement) in ANDX and (ii) 28,384,374 common units were converted into 14,853,542 ANDX common units having a market value of approximately $681.8 million on the date of the merger.
- F2In connection with the merger, each TexNew Mex Unit of the Issuer was converted into the right to receive a ANDX TexNew Mex Unit (as defined in the merger agreement), a new class of limited partner units in ANDX with substantially the same powers, preferences and rights to distributions as the TexNew Mex Units of the Issuer.
- F3This Form 4 is being filed jointly by Western Refining, Inc. ("Western"), Giant Industries, Inc. ("Giant"), Western Acquisition Holdings, LLC ("WAH") and WRSW. 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. Prior to the merger, WRSW directly owned 31,390,623 common units of the Issuer and 80,000 TexNew Mex Units and indirectly owned 628,224 common units of the Issuer through a wholly owned subsidiary. Western, Giant and WAH may be deemed to beneficially own all the securities owned by WRSW, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Remarks
Immediately prior to the merger, WRSW had the right to appoint all of the members of the Board of Directors of Western Refining Logistics GP, LLC ("WNRL GP"), the general partner of the Issuer. WAH has a controlling interest in WRSW and WAH is a wholly owned subsidiary of Giant, which is a wholly owned subsidiary of Western. Therefore, each of Western, Giant, WAH and WRSW may be deemed a director by deputization prior to the merger.