SEC Form 4 · accession 0000899243-18-025938

ANDEAVOR · ANDV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Oct 1, 2018

Accepted (ET)

Oct 2, 2018 · 9:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000050104

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Aug 29, 2018	G	324	$0.00	D	8,449	D
Common Stock	Sep 7, 2018	G	260	$0.00	D	8,189	D
Common Stock	Sep 24, 2018	G	485	$0.00	D	7,704	D
Common Stock^F1,F2	Oct 1, 2018	D	7,704	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3	—	Oct 1, 2018	D	4,695	D	—	—	Common Stock	4,695	0	D

F1Includes 1,145 restricted stock units.
F2Pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among the Issuer, Marathon Petroleum Corporation ("MPC"), Mahi Inc. and Mahi LLC (as amended, the "Merger Agreement"), at the effective time, each outstanding share of the Issuer's common stock was cancelled and became exchangeable for, at the holder's election, either $152.27 in cash or 1.87 shares of MPC common stock, subject to an allocation and proration whereby the outstanding shares of Issuer's common stock would be exchanged for approximately $3.5 billion in cash with the balance of shares exchanged for MPC shares, and each restricted stock unit was accelerated and cancelled in exchange for $152.27 in cash.
F3Pursuant to the Merger Agreement, at the effective time, each restricted stock unit for which the reporting person had previously elected to defer distribution was accelerated and cancelled in exchange for $152.27 in cash.