SEC Form 4 · accession 0001245156-15-000016

ANDEAVOR · ANDV

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

Reporting owner

Officer — EVP, Gen Counsel & Sec

Period of report

Feb 10, 2015

Accepted (ET)

Feb 12, 2015 · 4:04 pm EST

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	Nature of ownership
Common Stock^F4	Feb 10, 2015	M	28,000	—	A	120,210	D
Common Stock	Feb 10, 2015	F	11,746	$88.10	D	108,464	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Market Stock Unit Award^F7,F2,F3,F4	—	Feb 10, 2015	M	14,000	D	—	—	Common Stock	28,000	13,075	D
Market Stock Unit Award^F7,F6,F2,F5	—	Feb 10, 2015	A	4,707	A	—	—	Common Stock	4,707	17,782	D

F1The Company's Long Term Incentive Plan permits grantees to pay the federal income tax liability with shares thereby reducing the awards listed above.
F2Each market stock unit award represents a contingent right to receive shares of TSO common stock at target payout levels.
F3The market stock unit award vested on February 1, 2015, but settled in stock upon certification by the Compensation Committee on February 10, 2015.
F4Payment of common shares that vested and settled pursuant to Market Stock Unit Award originally granted by the Compensation Committee of the Company's Board of Directors on May 11, 2011 pursuant to the Company's 2011 Long-Term Incentive Plan. The potential payout for the MSU Award at vesting ranged from 50% to 200%, with payout certified by the Compensation Committee at 200%.
F5The market stock unit award will vest on February 10, 2018 and will be settled in stock between 50% and 200% of target payout levels.
F6Balance includes multiple grants with various vesting dates.
F7Award granted by the Compensation Committee of the Board of Directors.