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*
Davis Karen Berriman

(Last) (First) (Middle)
C/O NORTHERN TIER ENERGY LP
1250 W. WASHINGTON STREET, SUITE 300

(Street)
TEMPE AZ 85281

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Northern Tier Energy LP [ NTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2016
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 Unit 01/20/2016 M 5,159 (1) A $0.00 5,159 D
Common Unit 01/20/2016 S 1,693 (2) D $24.3274 (3) (4) 3,466 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
Phantom Unit (5) 01/20/2016 M 5,159 (6) (6) Common Units 5,159 $0.00 10,317 (7) D
Phantom Unit (5) 01/20/2016 A 13,636 (6) (6) Common Units 13,636 $0.00 23,953 (8) D
Explanation of Responses:
1. These common units were issued pursuant to a phantom unit award granted to the reporting person on February 2, 2015 (the "2015 Phantom Unit Award"), settled, at the election of the Compensation Committee of the Board of Directors (the "Board") of Northern Tier Energy GP LLC ("NTI GP"), the general partner of NTI, in NTI common units.
2. This sale was made pursuant to a previous election made by the reporting person for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of the 2015 Phantom Unit Award previously granted to the reporting person as compensation for services as an officer.
3. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of common units sold at each separate price.
4. $24.3274 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $24.2300 per share and $24.4700 per share.
5. Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in NTI or, at the election of the Board, or such Committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for services as an officer of NTI GP.
6. The phantom units vest ratably on the third Wednesday of January in each of the three years following the date of grant. The vested common units underlying the phantom units, or the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than the 70th calendar day following the vesting of the phantom units.
7. This number of derivative securities includes 10,317 phantom units that remain outstanding pursuant to the 2015 Phantom Unit Award.
8. This number of derivative securities includes (a) 10,317 phantom units that remain outstanding pursuant to the 2015 Phantom Unit Award; and (b) 13,636 phantom units that remain outstanding pursuant to a phantom unit award granted to the reporting person on January 20, 2016.
Remarks:
s/ Karen B. Davis 01/22/2016
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.