SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Northern Tier Energy GP LLC

(Last) (First) (Middle)
38C GROVE STREET, SUITE 100

(Street)
RIDGEFIELD CT 06877

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2012
3. Issuer Name and Ticker or Trading Symbol
Northern Tier Energy LP [ NTI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units (1) 0 (2) (3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This Form 3 is being filed in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-178457). The reporting person owns a non-economic general partner interest in the Issuer.
2. Northern Tier Energy GP LLC ("NTE GP") is the general partner of Northern Tier Energy LP (the "Issuer"). Under the Issuer's limited partnership agreement (the "LPA"), if at any time NTE GP and its affiliates own more than 90% of the then-issued and outstanding common units (each, a "Common Unit") and PIK units (each, a "PIK Unit", and together with Common Units, the "Units") of the Issuer, NTE GP will have the right, but not the obligation, to purchase all, but not less than all, of the Units of the Issuer held by unaffiliated unitholders (the "Call Right"). (continued in footnote 3)
3. (continued from footnote 2) The purchase price in the event of an exercise of the Call Right is the greater of: (i) the highest price paid by NTE GP or any of its affiliates for Common Units or PIK Units of the Issuer purchased within the ninety days preceding the date on which NTE GP first mails notice of its election to exercise the Call Right (the "Call Notice") and (ii) the average of the daily closing prices of the Common Units or PIK Units of the Issuer over the twenty trading days preceding the date three days before the Call Notice.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney (CE)
/s/ Northern Tier Energy GP LLC by Peter T. Gelfman, as Attorney-in- Fact 07/25/2012
** 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 5 (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).
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