SEC Form 3
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Expires: December 31, 2014
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1. Name and Address of Reporting Person*
Northern Tier Holdings LLC

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
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 X 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) (2) 57,282,000 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
PIK Units (1) (2) (3) (3) Common Units 18,383,000 (4) D
Common Units Right (5) (5) Common Units 2,437,500 (5) D
Explanation of Responses:
1. Northern Tier Holdings LLC, a Delaware limited liability company (the "Reporting Person"), is the sole member of Northern Tier Energy GP LLC, a Delaware limited liability company ("NTE GP"), which 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").
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.
3. Under the LPA, upon the earlier of (i) December 1, 2017 and (ii) the date by which the Issuer redeems, repurchases, defeases or retires all of the 10.5% senior secured notes of the Issuer issued in December 2010 (the "Senior Secured Notes") or amends the indenture governing the Senior Secured Notes in a manner that removes restrictions on the Issuer's ability to distribute all available cash to unitholders of the Issuer, each PIK Unit of the Issuer will be automatically converted into newly issued Common Units of the Issuer at a conversion rate equal to one Common Unit of the Issuer per PIK Unit of the Issuer. Until such conversion into Common Units and in lieu of the quarterly cash distribution on Common Units, the quarterly distributions on PIK Units will be in additional PIK Units.
4. The number of PIK Units that will be distributed on a PIK Unit will equal (i) the amount of the cash distribution paid on a Common Unit divided by (ii) the volume-weighted average price of a Common Unit for the ten trading days immediately preceding the ex-dividend date for the associated distribution in respect of a Common Unit.
5. Under the underwriting agreement entered into in connection with the Issuer's initial public offering of Common Units, the Issuer has granted the underwriters a thirty-day option to purchase up to 2,437,500 additional Common Units (the "Common Units Right"). Any net proceeds received by the Issuer from the full or any partial exercise of such option will be distributed by the Issuer to the Reporting Person. Any of the Common Units that have not been purchased pursuant to the Common Units Right by the expiration of such option will be issued to the Reporting Person at such time.
/s/ Barry Johnson, authorized officer of Northern Tier Holdings LLC 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).
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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