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)
01/24/2013
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 01/24/2013 S 10,700,000 D $23.4205 (1) 62,527,500 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
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. The price represents the public offering price of $24.46 per common unit ("Common Unit") of Northern Tier Energy LP (the "Issuer") less the underwriters' discount of $1.03955 per 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.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
ACON Funds Management, L.L.C., By: /s/ Barry E. Johnson, Title: Authorized Signatory 01/24/2013
ACON Refining Partners, L.L.C., By: /s/ Barry E. Johnson,Title: Authorized Signatory 01/24/2013
AIP V GenPar, L.L.C., By: /s/ Barry E. Johnson,Title: Authorized Signatory 01/24/2013
** 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 4 (b)(v).
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