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*
ACON Refining Partners, L.L.C.

(Last) (First) (Middle)
1133 CONNECTICUT AVE., NW, STE 700

(Street)
WASHINGTON DC 20036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Northern Tier Energy LP [ NTI ]
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)
11/09/2012
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 11/09/2012 M 18,383,000 A (1) 73,227,500 I See footnote (2)
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
PIK Units (1) 11/09/2012 M 18,383,000 (3) (3) Common Units 18,383,000 (1) 0 I See footnote (2)
1. Name and Address of Reporting Person*
ACON Refining Partners, L.L.C.

(Last) (First) (Middle)
1133 CONNECTICUT AVE., NW, STE 700

(Street)
WASHINGTON DC 20036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACON Funds Management, L.L.C.

(Last) (First) (Middle)
1133 CONNECTICUT AVE., NW, STE 700

(Street)
WASHINGTON DC 20036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AIP V GenPar, L.L.C.

(Last) (First) (Middle)
C/O ACON FUNDS MANAGEMENT, L.L.C.
1133 CONNECTICUT AVE., NW, STE 700

(Street)
WASHINGTON DC 20036

(City) (State) (Zip)
Explanation of Responses:
1. On November 2, 2012, the Issuer entered into a supplemental indenture to the indenture governing the Issuer's 10.5% senior secured notes, which eliminated most of the restrictive covenants and certain default provisions applicable to the notes. As a result, on November 9, 2012, pursuant to the Issuer's limited partnership agreement, each PIK unit of the Issuer automatically converted into one newly issued common unit.
2. The securities reported in this statement are held by Northern Tier Holdings LLC ("Holdings"). Northern Tier Investors, LLC ("Investors LLC") is the sole owner of the common interests in Holdings. The sole member of Investors LLC is Northern Tier Investors LP ("Investors LP"). The general partner of Investors LP is NTI GenPar LLC. ACON Refining Partners, L.L.C. ("Refining") owns 48.75% of the Class A common units in Investors LP and 50% of the limited liability company interests in NTI GenPar LLC. AIP V GenPar, L.L.C. ("GenPar") is the managing member of Refining. ACON Funds Management, L.L.C. ("Management") is the managing member of GenPar.
3. The PIK Units were automatically convertible into Common Units following the earlier of December 1, 2017 or the date on which the Issuer redeems, repurchases, defeases or retires all of its senior secured notes, or amends the indenture governing the senior secured notes in a manner that results in the indenture being unable to restrict the Issuer's ability to pay cash distributions on its outstanding units.
Remarks:
ACON Funds Management, L.L.C, By: Barry E. Johnson, Title: Authorized Signatory 11/14/2012
ACON Refining Partners, L.L.C, By: Barry E. Johnson, Title: Authorized Signatory 11/14/2012
AIP V GenPar, L.L.C, By: Barry E. Johnson, Title: Authorized Signatory 11/14/2012
** Signature of Reporting Person Date
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