0001068800-14-000006.txt : 20140124 0001068800-14-000006.hdr.sgml : 20140124 20140124152040 ACCESSION NUMBER: 0001068800-14-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140124 DATE AS OF CHANGE: 20140124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESORO LOGISTICS LP CENTRAL INDEX KEY: 0001507615 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 274151603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86251 FILM NUMBER: 14545796 BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78259 BUSINESS PHONE: 210-626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78259 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHICKASAW CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001276460 IRS NUMBER: 470921032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6075 POPLAR AVE STREET 2: STE 720 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9015371866 MAIL ADDRESS: STREET 1: 6075 POPLAR AVE STREET 2: STE 720 CITY: MEMPHIS STATE: TN ZIP: 38119 SC 13G/A 1 tesoro.htm tesoro.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Tesoro Logistics, LP
(Name of Issuer)

Common Units
(Title of Class of Securities)

88160T107
(CUSIP Number)

December 31, 2013
(Date of Event which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ X ] Rule 13d-1(b)
[     ] Rule 13d-1(c)
[     ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
CUSIP No. 88160T107
  
Page 2 of 6 Pages


1
NAMES OF REPORTING PERSONS
Chickasaw Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
1,020,887
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
0
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
1,020,887
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,020,887*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.61%**
 
12
TYPE OF REPORTING PERSON: IA
 
 
*See Item 4 of this Schedule 13G
 
** Based on 39,148,916 Common Units issued and outstanding, which amount is comprised of the 31,722,568 Common Units issued and outstanding as of November 5, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2013, plus the 6,300,000 Common Units issued under the underwriting agreement reported in the Issuer’s Current Report on Form 8-K filed on November 20, 2013, plus the 1,126,348 Common Units issued to the Issuer’s general partner as reported in the Issuer’s Current Report on Form 8-K filed on December 9, 2013.



 
 
 
CUSIP No. 88160T107
  
Page 3 of 6 Pages

Item 1.
(a)
Name of Issuer:
  
   
Tesoro Logistics, LP
  
       
 
(b)
Address of Issuer’s Principal Executive Offices:
 
 
19100 Ridgewood Pkwy, San Antonio, Texas 78259-1828
       
Item 2.
(a)
Name of Person Filing:
  
   
Chickasaw Capital Management, LLC
       
 
(b)
Address of Principal Business Offices or, if none, Residence:
   
6075 Poplar Ave. Suite 402, Memphis, TN 38119
       
 
(c)
Citizenship:
  
   
Delaware, United States
  
       
 
(d)
Title of Class of Securities:
  
   
Common Units
  
       
 
(e)
CUSIP Number:
  
   
88160T107
  


Item 3.
If this Statement is filed pursuant to § 240.13d-1(b) or §§ 240.13d-2(b) or (c), check whether the person filing is a:
           
 
(a)
[
  
]
Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
[
  
]
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[
  
]
Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
[
  
]
Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 809-8)
 
(e)
[
x
]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
 
(f)
[
  
]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)
 
(g)
[
  
]
A parent holding company or control person, in accordance with § 240.13d-1(b)(ii)(G)
 
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CUSIP No. 88160T107
  
Page 4 of 6 Pages

 
(h)
[
  
]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
[
  
]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80-a-3)
 
(j)
[
  
]
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)
[
  
]
Group, in accordance with § 240.13d-1(b)(1)(ii)(J)
           
         
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
 
 
Item 4.
Ownership.
 
 
The information in items 1 and 5-11 on the cover pages of this Schedule 13G is hereby incorporated by reference.

Chickasaw Capital Management, LLC is a registered investment adviser which furnishes investment advice to individual clients by exercising trading authority over securities held in accounts on behalf of such clients (collectively, the “portfolios”).  In its role as an investment adviser to the portfolios, Chickasaw Capital Management, LLC has sole dispositive power over the portfolios and, as a result, may be deemed to be the beneficial owner of the securities of the Issuer held by such portfolios.  However, Chickasaw Capital Management, LLC does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in such portfolios and disclaims any ownership associated with such rights.  In addition, the filing of this Schedule 13G shall not be construed as an admission that Chickasaw Capital Management, LLC is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.

Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ x ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Each advisory client of Chickasaw Capital Management, LLC who owns securities of the Issuer in their portfolio has the right to receive dividends from, or the proceeds from the sale of, such securities held in that client’s portfolio
 
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CUSIP No. 88160T107
  
Page 5 of 6 Pages

 

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8.
Identification and Classification of Members of the Group.

N/A

Item 9.
Notice of Dissolution of Group.

N/A

Item 10.
Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
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CUSIP No. 88160T107
  
Page 6 of 6 Pages



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct.



Chickasaw Capital Management, LLC

January 23, 2014
Date

/s/ Debra McAdoo
Signature

Debra McAdoo, Chief Compliance Officer
Name/Title


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