SEC FORM 4

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^*

ANDEAVOR

(Last)

(First)

(Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO

78259-1828

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDEAVOR LOGISTICS LP [ ANDX ]

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)
10/30/2017

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partnership interests	10/30/2017		A		78,000,000	A	⁽¹⁾⁽²⁾	112,055,042	I	See Footnote⁽⁶⁾
Common units representing limited partnership interests	10/30/2017		A		14,853,542	A	⁽¹⁾⁽³⁾	126,908,584	I	See Footnote⁽³⁾
TexNew Mex Units	10/30/2017		A		80,000	A	⁽¹⁾⁽⁴⁾	80,000	I	See Footnote⁽⁴⁾
Special Limited Partner Interest	10/30/2017		A		1	A	⁽¹⁾⁽³⁾⁽⁵⁾	1	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On October 30, 2017 and effective as of 4:01 p.m. Eastern Time (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 13, 2017, by and among Andeavor Logistics LP ("Andeavor Logistics"), Tesoro Logistics GP, LLC (the "General Partner"), Western Refining Logistics, LP ("WNRL"), Western Refining Logistics GP, LLC, WNRL Merger Sub LLC ("LP Merger Sub") and WNRL GP Merger Sub LLC, LP Merger Sub merged with and into WNRL, with WNRL surviving such merger as a wholly-owned subsidiary of Andeavor Logistics.

2. Concurrently with the closing of the transactions contemplated by the Merger Agreement, pursuant to the terms of the Sponsor Equity Restructuring Agreement dated as of August 13, 2017, by and among Andeavor Logistics, the General Partner and Andeavor ("Andeavor"), Andeavor Logistics issued 78,000,000 common units representing limited partner interests in Andeavor Logistics (the "Common Units") to the General Partner in consideration for (1) the cancellation of the incentive distribution rights in Andeavor Logistics and (ii) the conversion of the 2% general partner interests in Andeavor Logistics held by the General Partner into a non-economic general partner interest in Andeavor Logistics.

3. At the Effective Time, 3,634,473 WNRL common units owned directly or indirectly by Western Refining Southwest, Inc. ("WRSW"), an indirect wholly owned subsidiary of Andeavor, were cancelled and converted into the right to receive the Special Limited Partner Interest in Andeavor Logistics, and the other 28,384,374 WNRL common units owned directly or indirectly by WRSW were converted into the right to receive 14,853,542 Common Units with a market value of approximately $681.8 million on the date of the merger. Andeavor may be deemed to beneficially own all of the Common Units and the Special Limited Partner Interest owned by WRSW, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. At the Effective Time, each TexNew Mex Unit of WNRL that was owned by WRSW prior to the merger was converted into the right to receive a TexNew Mex Unit of Andeavor Logistics, a new class of limited partner units in Andeavor Logistics with substantially the same powers, preferences and rights to distributions as the TexNew Mex Units of WNRL. Andeavor may be deemed to beneficially own all of the TexNew Mex Units of Andeavor Logistics owned by WRSW, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

5. The Special Limited Partner Interest represents a new partnership security that entitles the applicable unitholders to the rights and privileges specifically outlined in the Second Amended and Restated Agreement of Andeavor Logistics dated as of October 30, 2017.

6. Andeavor collectively owns 100% of the membership interests in the General Partner with Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Alaska Company LLC ("Tesoro Alaska"). Andeavor owns 100% of the securities of each of TRMC and Tesoro Alaska. Therefore, Andeavor may be deemed to beneficially own the 87,644,050 Common Units directly owned by the General Partner, 8,219,002 Common Units directly or indirectly owned by TRMC and 571,065 Common Units directly owned by Tesoro Alaska, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Elisa D. Watts, Assistant Secretary of Andeavor	11/01/2017
	** 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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