| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TESORO LOGISTICS LP [ TLLP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/06/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 units representing limited partner interests | 12/06/2013 | A | 1,126,348 | A | (2) | 3,855,824 | D(1) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Tesoro Corporation ("Tesoro"), Tesoro Logistics GP, LLC (the "General Partner"), Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Alaska Company ("Tesoro Alaska"). The General Partner owns a 2% general partner interest in the Issuer. Tesoro and TRMC collectively own 100% of the membership interests in the General Partner (Tesoro: 4%, TRMC: 96%). Tesoro owns 100% of the securities of each TRMC and Tesoro Alaska. Tesoro and TRMC may be deemed to beneficially own the securities of the Issuer held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Following the transactions reported on this Form 4, Tesoro directly owns 135,610 common units representing limited partner interests in the Issuer ("Common Units"), the General Partner directly owns 3,550,934 Common Units, TRMC directly owns 158,090 Common Units and Tesoro Alaska owns 11,190 Common Units. |
| 2. Pursuant to the Contribution, Conveyance and Assumption Agreement dated November 18, 2013, among Tesoro, TRMC, the Issuer, and other parties thereto, the General Partner agreed to contribute certain assets to the Issuer in exchange for 1,126,348 Common Units, $585 million in cash and 151,695 general partner units necessary to restore and maintain its 2% general partner interest in the Issuer. |
| /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Corporation | 12/09/2013 | |
| /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President and Secretary, Tesoro Refining & Marketing Company LLC | 12/09/2013 | |
| /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Alaska Company | 12/09/2013 | |
| /s/ Charles S. Parrish, Charles S. Parrish, Vice President, General Counsel and Secretary, Tesoro Logistics GP, LLC | 12/09/2013 | |
| ** 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. | ||