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*
HollyFrontier Corp

(Last) (First) (Middle)
2828 N. HARWOOD
SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOLLY ENERGY PARTNERS LP [ HEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Please see remarks
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2011
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 11/09/2011 P 3,807,615 A $49.9 11,025,112(1) I See Footnotes (1), (3)
Common Units 07/12/2012 P 1,029,900 A $53.4 12,055,012(2) I See Footnotes (2),(3)
Common Units 72,503 D
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*
HollyFrontier Corp

(Last) (First) (Middle)
2828 N. HARWOOD
SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

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

(Last) (First) (Middle)
2828 N. HARWOOD
SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

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

(Last) (First) (Middle)
2828 N. HARWOOD
SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks.
1. Name and Address of Reporting Person*
Navajo Pipeline Co., L.P.

(Last) (First) (Middle)
2828 N. HARWOOD
SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
see remarks
1. Name and Address of Reporting Person*
Navajo Refining Company, L.L.C.

(Last) (First) (Middle)
2828 N. HARWOOD
SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
see remarks
1. Name and Address of Reporting Person*
Holly Refining & Marketing Co - Woods Cross LLC

(Last) (First) (Middle)
2828 N. HARWOOD
SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
see remarks
Explanation of Responses:
1. Prior to the date of the transaction occurring on 11/9/11, HEP Logistics Holdings, L.P. transferred all of the Common Units of Issuer it held to Holly Logistics Limited LLC ("Logistics"). As of the date of the transaction occurring on 11/9/11, these securities were owned by Logistics, Navajo Pipeline Co., L.P. ("NPC"), Navajo Refining Company, L.L.C. ("NRC") and Holly Refining & Marketing Company - Woods Cross LLC (successor by merger to Woods Cross Refining Company, L.L.C.) ("HRMC") as members of a "group" for purposes of Section 13(d) of the Exchange Act including (as of 11/9/11) Logistics, NPC, NRC, HRMC and HollyFrontier Corporation ("HFC"). Pursuant to an LLC Interest Purchase Agreement dated 11/9/11, Issuer acquired all of the equity interests in Cheyenne Logistics LLC and El Dorado Logistics LLC from the group in exchange for the issued securities. As of 11/9/11, these Common Units of Issuer were held 10,807,615 by Logistics, 127,440 by NPC, 59,844 by NRC and 30,213 by HRMC.
2. As of the date of the transaction occurring on 7/12/12, a new "group" member for purposes of Section 13(d) of the Exchange Act, HollyFrontier Holdings LLC ("Holdings"), has joined the reporting group and acquired an aditional 1,029,900 Common Units of Issuer. As of the date hereof, the reporting "group" for the purposes of Section 13(d) of the Exchange Act consists of HFC, Holdings, Logistics, NPC, NRC and HRMC. Pursuant to an LLC Interest Purchase Agreement dated 7/12/12, Issuer acquired all of the equity interests in HEP UNEV Pipeline LLC from the group in exchange for the issued securities, which are held 1,029,900 by Holdings, 10,807,615 by Logistics, 127,440 by NPC, 59,844 by NRC and 30,213 by HRMC.
3. The joint filers are jointly filing this Form 4 and information regarding the joint filers is available on this Form 4. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
HFC directly owns 100% of each of Holdings, NRC and HRMC, and indirectly owns 100% of each of Logistics and NPC.
Michael C. Jennings, CEO and President 07/16/2012
Michael C. Jennings, CEO & President 07/16/2012
By: Holly Logistic Services, L.L.C., its sole member / Bruce R. Shaw, SVP & CFO 07/16/2012
By: Navajo Pipeline GP, L.L.C., its general partner ; Michael C. Jennings, CEO & President 07/16/2012
Michael C. Jennings, CEO & President 07/16/2012
Michael C. Jennings, CEO & President 07/16/2012
** Signature of Reporting Person Date
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