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^*

ANDEAVOR

(Last)

(First)

(Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO

78259-1828

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDEAVOR LOGISTICS LP [ ANDX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2017

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 units representing limited partnership interests	11/08/2017		A		980,802⁽¹⁾	A	⁽¹⁾	112,268,461	I	See Footnote⁽²⁾
Common units representing limited partnership interests								15,620,925	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)

Explanation of Responses:

1. Pursuant to the Contribution, Conveyance and Assumption Agreement dated November 8, 2017 among the Issuer, Tesoro Logistics GP, LLC (the "General Partner"), Andeavor ("Andeavor"), Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Logistics Operations LLC, the General Partner agreed to contribute certain assets to the Issuer in exchange for 980,802 common units representing limited partner interests in the Issuer ("Common Units") and approximately $400.5 million in cash.

2. Andeavor collectively owns 100% of the membership interests in the General Partner with TRMC and Tesoro Alaska Company LLC ("Tesoro Alaska"). Andeavor also owns 100% of the securities of Western Refining Southwest, Inc. ("WRSW"), which owns, directly and indirectly, through its subsidiary, 14,853,542 Common Units. Andeavor owns 100% of the securities of each of TRMC, Tesoro Alaska and WRSW. Therefore, Andeavor may be deemed to beneficially own the 88,624,852 Common Units directly owned by the General Partner, 8,219,002 Common Units directly or indirectly owned by TRMC, 571,065 Common Units directly owned by Tesoro Alaska and 14,853,542 Common Units directly or indirectly owned by WRSW, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Elisa D. Watts, Assistant Secretary of Andeavor	11/09/2017
	** 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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