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)
11/21/2008

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	11/21/2008		S		112,000⁽¹⁾	D	$7.2885⁽²⁾	1,427,262	D
Common Stock	11/21/2008		S		56,000⁽¹⁾⁽³⁾	D	$7.2492⁽³⁾	1,371,262⁽³⁾⁽⁴⁾	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)

Explanation of Responses:

1. Shares sold involuntarily. These shares were held as collateral for a loan. Goldman Sachs provided the loan and sold the shares as a result of a decline in the Company's stock price.

2. Avg. Sale Price. 112,000 shares sold as: 2900 at 7.16, 2600 at 7.17, 5300 at 7.18, 6200 at 7.19, 3400 at 7.20, 900 at 7.21, 6600 at 7.22, 5700 at 7.23, 600 at 7.24, 1900 at 7.25, 2000 at 7.26, 1800 at 7.27, 4300 at 7.28, 7800 at 7.29, 14000 at 7.30, 12200 at 7.31, 8600 at 7.32, 4700 at 7.33, 3400 at 7.34, 500 at 7.35, 1600 at 7.36, 400 at 7.38, 400 at 7.39, 2600 at 7.40, 2500 at 7.41, 300 at 7.42, 3800 at 7.43, 1900 at 7.44, 1100 at 7.45, 900 at 7.46, and 300 at 7.47.

3. Avg. Sale Price. 56,000 shares sold as: 600 at 7.17, 1907 at 7.18, 100 at 7.19, 1100 at 7.20, 2600 at 7.21, 4800 at 7.22, 3800 at 7.23, 400 at 7.24, 1700 at 7.25, 1700 at 7.26, 1700 at 7.27, 1300 at 7.28, 2300 at 7.29, 8400 at 7.30, 4700 at 7.31, 4500 at 7.32, 3600 at 7.33, 3300 at 7.34, 400 at 7.35, 200 at 7.36, 300 at 7.37, 1100 at 7.40, 1293 at 7.41, 1500 at 7.42, 1200 at 7.43, 800 at 7.44, 100 at 7.45, 400 at 7.46, and 200 at 7.47.

4. Balance includes direct ownership of 650,078 shares, 699,368 shares of restricted stock, and 21,816 shares in Company's Thrift Plan.

Remarks:

	Charles S. Parrish - Attorney-in-Fact for Bruce A. Smith	11/25/2008
	** 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).
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