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*
TPG Advisors VI, Inc.

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Northern Tier Energy LP [ NTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2013
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 Units 05/06/2013 S 12,000,000 D $25.2288(1) 48,922,500 I See Explanation of Responses(4)(2)(3)(5)
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*
TPG Advisors VI, Inc.

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BONDERMAN DAVID

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
COULTER JAMES G

(Last) (First) (Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
Explanation of Responses:
1. The price represents the public offering price of $26.28 per common unit ("Common Unit") of Northern Tier Energy LP (the "Issuer") less the underwriters' discount of $1.0512 per Common Unit.
2. David Bonderman and James G. Coulter are officers and sole stockholders of TPG Advisors VI, Inc., a Delaware corporation (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Refining, L.P., a Delaware limited partnership ("TPG Refining").
3. TPG Refining is a member of NTI GenPar, LLC, a Delaware limited liability company, which is the general partner of Northern Tier Investors LP, a Delaware limited partnership, which is the sole member of Northern Tier Investors, LLC, a Delaware limited liability company, which is the sole member of Northern Tier Holdings LLC, a Delaware limited liability company ("NTH"), which directly holds the Common Units of the Issuer reported herein (the "TPG Common Units").
4. Because of the relationship between the Reporting Persons and NTH, the Reporting Persons may be deemed to beneficially own the TPG Common Units to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of NTH. Each Reporting Person disclaims beneficial ownership of the TPG Common Units, except to the extent of such Reporting Person's pecuniary interest therein, if any.
5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks:
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission.
By: Ronald Cami, Vice President, TPG ADVISORS VI, INC (6) 05/08/2013
By: Ronald Cami, on behalf of David Bonderman (6)(7) 05/08/2013
By: Ronald Cami, on behalf of James G. Coulter (6)(7) 05/08/2013
** 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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