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*
Marathon Petroleum Corp

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 Units (Limited Partner Interests) 07/30/2019 D 156,173,128 D (1)(2) 0 I See Footnotes(1)(2)(3)
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
1. Name and Address of Reporting Person*
Marathon Petroleum Corp

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ANDEAVOR LLC

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Western Refining, Inc.

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Giant Industries, Inc.

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Western Refining Southwest, Inc.

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TESORO REFINING & MARKETING Co LLC

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Tesoro Alaska Co LLC

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Tesoro Logistics GP, LLC

(Last) (First) (Middle)
539 SOUTH MAIN STREET

(Street)
FINDLAY OH 45840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019, by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC ("TLGP"), MPLX GP LLC and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of MPLX.
2. At the Effective Time, each common unit representing limited partner interests in the Issuer held by each of Western Refining Southwest, Inc. ("WRSI") and TLGP was converted into the right to receive 1.0328 common units representing limited partner interests in MPLX. The closing price of common units representing limited interests in MPLX on July 29, 2019, which was the last complete trading day prior to the Effective Time, was $28.51 as reported on the New York Stock Exchange.
3. This Form 4 is submitted jointly by Marathon Petroleum Corporation ("MPC"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), WRSI, Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), and TLGP. Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI. All of the membership interests in TLGP are held by TRMC, TAC, and WRSI. Accordingly, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.
Remarks:
/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation 08/01/2019
/s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC 08/01/2019
/s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc. 08/01/2019
/s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc. 08/01/2019
/s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc. 08/01/2019
/s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC 08/01/2019
/s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC 08/01/2019
/s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, Tesoro Logistics GP, LLC 08/01/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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