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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Zell Credit Opportunities Master Fund, L.P. (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PAR PACIFIC HOLDINGS, INC. [ PARR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/20/2015
	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 Stock	11/20/2015		P		402,284	A	$22	402,284	I(1)	See footnote(1)
Common Stock								5,828,346	I(2)	See footnote(2)
Common Stock								6,340,398	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* Zell Credit Opportunities Master Fund, L.P. (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHAI TRUST CO LLC (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZCOF Par Petroleum Holdings, L.L.C. (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EGI Investors, L.L.C. (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. EGI Investors, L.L.C., a Delaware limited liability company ("Investors"), purchased the shares of Common Stock of Par Pacific Holdings, Inc. (the "Issuer") in a registered direct offering by the Issuer. Because Chai Trust Company, LLC, an Illinois limited liability company ("Chai"), is the managing member of Investors, Chai is deemed to beneficially own the 402,284 shares of Common Stock held directly by Investors.

2. ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), owns the 5,828,346 shares of Common Stock directly. Because Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), is the sole member of Holdings, Master Fund is deemed to beneficially own the 5,828,346 shares of Common Stock of the Issuer held directly by Holdings. Because Chai is the general partner of Master Fund, it is deemed to beneficially own the 6,340,398 shares of Common Stock held directly by Master Fund and the 5,828,346 shares of Common Stock held directly by Holdings.

Remarks:

	Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Phillip G. Tinkler, Chief Financial Officer	11/24/2015
	Chai Trust Company, LLC; By: /s/ Phillip G. Tinkler, Chief Financial Officer	11/24/2015
	ZCOF Par Petroleum Holdings, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President	11/24/2015
	EGI Investors, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President	11/24/2015
	** Signature of Reporting Person	Date
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