X0306 4 2013-02-08 0 0001533454 Northern Tier Energy LP NTI 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner Common Units 2013-02-08 4 S 0 1605000 23.4205 D 60922500 I See Explanation of Responses The price represents the public offering price of $24.46 per common unit ("Common Unit") of Northern Tier Energy LP (the "Issuer") less the underwriters' discount of $1.03955 per Common Unit. David Bonderman and James G. Coulter are directors, officers and sole stockholders of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings II, L.P., a Delaware limited partnership, which is the sole member of TPG VI AIV SLP SD Advisors, L.L.C., a Delaware limited liability company, which is the general partner of TPG VI AIV SLP SD, L.P., a Delaware limited partnership, which is the general partner of TPG Refining, L.P., a Delaware limited partnership ("TPG Refining"). 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"). 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. 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. (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 Group Holdings (SBS) Advisors, Inc. (6) 2013-02-08 By: Ronald Cami on behalf of David Bonderman (6) (7) 2013-02-08 By: Ronald Cami on behalf of James G. Coulter (6) (7) 2013-02-08