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 TX 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)
10/15/2009
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)
Code V Amount (A) or (D) Price
Common Stock 10/15/2009 M 50,000(2) A $6.42 1,187,160 D
Common Stock 10/15/2009 S 50,000 D $14.642(4) 1,137,160(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option(3) $6.42 10/15/2009 M 50,000 (5) 11/12/2009 Common Stock 50,000 $14.642(4) 3,329,700 D
Explanation of Responses:
1. Balance includes 49,268 shares of restricted shares, 23,892 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 14.47, 900 at 14.50, 100 at 14.505, 300 at 14.51, 100 at 14.515, 300 at 14.52, 500 at 14.53, 300 at 14.54, 400 at 14.56, 700 at 14.58, 1400 at 14.59, 3000 at 14.60, 600 at 14.61, 3400 at 14.62, 4700 at 14.63, 3700 at 14.64, 300 at 14.645, 7801 at 14.65, 100 at 14.655, 4699 at 14.68, 800 at 14.665, 5700 at 14.67, 5200 at 14.68, 2700 at 14.69, 2000 at 14.70, and 200 at 14.71.
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 10/15/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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