| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PAR PACIFIC HOLDINGS, INC. [ PARR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/30/2015 | 10/30/2015 | S | 96,000 | D | $22.858 | 8,419,976 | I | See Footnotes(1)(2) | |
| Common Stock | 11/02/2015 | 11/02/2015 | S | 17,000 | D | $22.6915 | 8,402,976 | I | See Footnotes(1)(2) | |
| Common Stock | 11/03/2015 | 11/03/2015 | S | 20,000 | D | $22.4991 | 8,382,976 | I | See Footnotes(1)(2) | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants | $0.1 | 08/31/2012 | 08/31/2022 | Common Stock | 345,135 | 345,135(4) | I(3) | See Footnotes(1)(2) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are directly owned by Whitebox Asymmetric Partners, L.P. ("WAP"), Whitebox Multi-Strategy Partners, L.P. ("WMSP"), Whitebox Credit Partners, L.P. (f/k/a Whitebox Credit Arbitrage Partners, L.P.) ("WCRAP"), Whitebox Relative Value Partners, L.P. (f/k/a Whitebox Concentrated Convertible Arbitrage Partners, L.P.) ("WCCAP"), Pandora Select Partners, L.P. ("PSP"), Whitebox Special Opportunities Fund, L.P. - Series O ("WSOF"), Whitebox Institutional Partners, L.P. ("WIP") (together, the "Private Funds") and Whitebox Tactical Opportunities Fund ("WTOF" and together with the Private Funds, the "Whitebox Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC ("WA") by virtue of its role as the investment manager of the Whitebox Funds, and (b) Whitebox General Partner LLC ("WGP") by virtue of its role as the general partner of the Private Funds. |
| 2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 3. Warrants are held directly by WAP, WMSP, WCRAP, WCCAP and PSP. |
| 4. Warrants that may be exercised to acquire shares of the Issuer's common stock are held directly by the Private Funds identified in footnote (3), and were originally acquired by such Private Funds on August 31, 2012 and reported in a Form 3 filed on September 12, 2012. The number of warrant shares currently disclosed reflects the effect of anti-dilution adjustments since that time in connection with the Issuer's 1 for 10 reverse stock split and issuances of additional common stock by the Issuer in settlement of previously unresolved claims under the Issuer's Chapter 11 Plan of Reorganization. |
| WHITEBOX ADVISORS LLC, BY: /s/ Mark Strefling, Chief Operating Officer | 11/03/2015 | |
| WHITEBOX GENERAL PARTNER LLC By: /s/ Mark Strefling, Whitebox Advisors LLC, Chief Operating Officer | 11/03/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||