X0306 4 2016-09-14 0 0000821483 PAR PACIFIC HOLDINGS, INC. PARR 0001469407 Zell Credit Opportunities Master Fund, L.P. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001250731 CHAI TRUST CO LLC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001526696 EGI Investors, L.L.C. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 Common Stock 2016-09-14 4 X 0 284435 12.25 A 686719 I See footnote Common Stock 12168744 D Subscription Rights (right to buy) 12.25 2016-09-14 4 X 0 2873082 0.00 D 2016-08-26 2016-09-14 Common Stock 284435 0 I See footnote On September 15, 2016, Par Pacific Holdings, Inc. ("Issuer") announced that its pro rata rights offering (the "Offering") which commenced on August 26, 2016 and ended on September 14, 2016, had been fully subscribed. Pursuant to the Offering each stockholder of Issuer received one transferable subscription right (the "Right') for each whole share of Issuer common stock (the "Common Stock") owned by that stockholder. Each subscription right entitled a rights holder to purchase 0.099 shares of the Common Stock at a subscription price of $12.25 per whole share. EGI Investors received 402,284 Rights in the Offering and, as previously reported, EGI Investors received 2,470,798 Rights that were distributed to EGI Investors by Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), based on EGI Investors' pro rata limited partner interest in Master Fund. As a result of the Offering being fully subscribed, the number of shares of Common Stock subscribed for by EGI Investors, L.L.C., a Delaware limited liability company ("EGI Investors"), became fixed at 284,435 shares of Common Stock. Because Chai Trust Company, LLC, an Illinois limited liability company, is the managing member of EGI Investors ("Managing Member"), it may be deemed to have indirectly beneficially owned the 2,873,082 Rights directly held by EGI Investors and to indirectly beneficially own the 686,719 shares of Common Stock held directly by EGI Investors. Because Managing Member is the sole general partner of Master Fund, it may be deemed to beneficially own the 12,168,744 shares of Common Stock of the Issuer held directly by Master Fund. On September 13, 2016, ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings") distributed all of the 5,828,346 shares of Common Stock directly held by Holdings to Master Fund, as Holdings' sole member. As a result, Master Fund now holds such shares directly and Holdings no longer owns any shares of Common Stock of Issuer. Holdings is no longer a 10% owner of Issuer or a member of a 10% group. Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Philip G. Tinkler, Chief Financial Officer /s/Philip G. Tinkler 2016-09-19 Chai Trust Company, LLC; By: /s/ Philip G. Tinkler, Chief Financial Officer /s/Philip G. Tinkler 2016-09-19 EGI Investors L.L.C.; By: /s/ Philip G. Tinkler, Vice President /s/Philip G. Tinkler 2016-09-19