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*
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)
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)
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)
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)
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
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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