SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH BRUCE A

(Last)

(First)

(Middle)

300 CONCORD PLAZA

(Street)

SAN ANTONIO

78216

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TESORO CORP /NEW/ [ TSO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2009		M		50,000⁽²⁾	A	$6.42	1,187,194	D
Common Stock	10/01/2009		S		50,000	D	$14.861⁽⁴⁾	1,137,194⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option⁽³⁾	$6.42	10/01/2009		M			50,000	⁽⁵⁾	11/12/2009	Common Stock	50,000	$14.861⁽⁴⁾	3,429,700	D

Explanation of Responses:

1. Balance includes 49,268 shares of restricted shares, 23,926 shares in Company's Thrift Plan and direct ownership of 1,064,000 shares less dividends.

2. Exercise pursuant to 10b5-1 Trading Plan.

3. "Right to Buy"

4. Avg sale price. 50,000 shares sold as: 100 at 14.70, 600 at 14.73, 200 at 14.75, 700 at 14.76, 600 at 14.77, 3100 at 14.78, 1700 at 14.79, 1300 at 14.80, 4100 at 14.81, 5900 at 14.82, 3600 at 14.83, 700 at 14.835, 5200 at 14.84, 200 at 14.854, 2000 at 14.85, 600 at 14.86, 1800 at 14.87, 1700 at 14.88, 2200 at 14.89, 1800 at 14.90, 900 at 14.91, 2200 at 14.92, 1600 at 14.93, 700 at 14.94, 700 at 14.95, 100 at 14.96, 1700 at 14.97, 100 at 14.98, 200 at 14.99, 1200 at 15.00, 300 at 15.01, 500 at 15.02, 900 at 15.03, 400 at 15.05, 100 at 15.07, 100 at 15.08, and 200 at 15.10.

5. Grant has a graded vesting schedule. Date exercisable will very for each vesting trance.

Remarks:

	Charles S. Parrish - Attorney-in-Fact for Bruce A. Smith	10/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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