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^*

SMITH BRUCE A

(Last)

(First)

(Middle)

300 CONCORD PLAZA

(Street)

SAN ANTONIO

78216

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TESORO CORP /NEW/ [ TSO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2008

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 Stock	09/04/2008		M		50,000	A	$7.97	1,840,383	D
Common Stock	09/04/2008		S		50,000⁽³⁾	D	$18.76⁽¹⁾	1,790,383⁽²⁾	D
Common Stock	09/04/2008		M		50,787	A	$7.97	1,841,170	D
Common Stock	09/04/2008		S		50,787⁽³⁾	D	$19.06⁽¹⁾⁽⁴⁾	1,790,383⁽²⁾	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)
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)
Employee Stock Option	$7.97	09/04/2008		M			50,000	10/27/1999	10/27/2008	Common Stock	50,000	$18.76	3,846,437	D
Employee Stock Option	$7.97	09/04/2008		M			50,787	10/27/1999	10/27/2008	Common Stock	50,787	$19.06	3,795,650	D

Explanation of Responses:

1. Avg Sale Price. 50,000 shares sold as: 200 at 18.99, 8,300 at 19.04, 29,700 at 19.05, 100 at 19.06, 9,300 at 19.07, 400 at 19.09, 900 at 19.12, 100 at 19.18, 500 at 19.29, and 500 at 19.30.

2. Balance includes 699,368 shares of restricted shares, 21,837 shares in Company's Thrift Plan and direct ownership of of 1,069,178 shares.

3. Exercise pursuant to 10b5-1 Trading Plan governing stock grant from October 27, 1998 for a total of 563,800 shares that will expire on October 27, 2008. 15,586 shares remain available under this grant.

4. Avg Sale Price. 50,787 shares sold as:200 at 18.21, 200 at 18.23, 300 at 18.27, 200 at 18.28, 200 at 18.29, 1700 at 18.30, 300 at 18.31, 400 at 18.33, 300 at 18.34, 800 at 18.35, 300 at 18.36, 1300 at 18.38, 900 at 18.39, 600 at 18.40, 1200 at 18.41, 200 at 18.42, 1700 at 18.43, 500 18.44, 200 at 18.45, 300 at 18.46, 200 at 18.49, 300 at 18.51, 200 at 18.52, 200 at 18.53, 1500 at 18.54, 300 at 18.55, 300 at 18.56, 300 at 18.57, 1600 at 18.58, 1200 at 18.59, 1600 at 18.60, 300 at 18.61, 300 at 18.62, 500 at 18.69, 900 at 18.70, 600 at 18.71, 600 at 18.74, 300 at 18.78, 1100 at 18.79, 1300 at 18.80, 100 at 18.81, 800 at 18.82, 400 at 18.83, 300 at 18.84, 1600 at 18.86, 900 at 18.87, 300 at 18.89, 1100 at 18.91, 300 at 18.93, 1400 at 18.94, 500 at 18.95, 1100 at 18.98, 1587 at 19.00, 500 at 19.01, 400 at 19.03, 5700 at 19.10, 5400 at 19.11, 800 at 19.13, 400 at 19.14, 500 at 19.15, 400 at 19.17, 500 at 19.24, and 400 at 19.34.

Remarks:

	Charles S. Parrish - Attorney-in-Fact for Bruce A. Smith	09/08/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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