8-A12B 1 h81277e8va12b.htm FORM 8-A12B e8va12b
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TESORO LOGISTICS LP
(Exact name of registrant as specified in its charter)
     
Delaware
(State of incorporation or organization)
  27-4151603
(I.R.S. Employer Identification No.)
 
19100 Ridgewood Parkway
San Antonio, Texas 78259-1828

(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of each class
to be so registered
  Name of each exchange on which
each class is to be registered
     
Common Units Representing Limited Partner Interests   New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box o
Securities Act registration statement file number to which this form relates: 333-171525
Securities to be registered pursuant to Section 12(g) of the Act: None
 
 

 


TABLE OF CONTENTS

Item 1. Description of Registrant’s Securities to be Registered
Item 2. Exhibits
SIGNATURE
EXHIBIT INDEX


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Item 1.   Description of Registrant’s Securities to be Registered.
     A description of the common units representing limited partner interests in Tesoro Logistics LP (the “Registrant”) is set forth under the captions “Summary—The Offering,” “Cash Distribution Policy and Restrictions on Distributions,” “Description of the Common Units,” “The Partnership Agreement,” “Units Eligible for Future Sale” and “Material Federal Income Tax Consequences” in the prospectus included in the Registrant’s Registration Statement on Form S-l (Registration No. 333-171525), initially filed with the Securities and Exchange Commission on January 4, 2011 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference.
Item 2.   Exhibits.
     The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified, which have been filed with the Securities and Exchange Commission.
     
Exhibit No.   Description
1.  
Registrant’s Registration Statement on Form S-1 (Registration No. 333-171525), initially filed with the Securities and Exchange Commission on January 4, 2011, as amended (incorporated herein by reference).
2.  
Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-l (Registration No. 333-171525), initially filed with the Securities and Exchange Commission on January 4, 2011).
3.  
Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Registrant’s Registration Statement on Form S-l (Registration No. 333-171525), initially filed with the Securities and Exchange Commission on January 4, 2011).

 


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SIGNATURE
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
         
  Tesoro Logistics LP
 
 
  By:   Tesoro Logistics GP, LLC,
its general partner  
 
     
Date: April 15, 2011  By:   /s/ PHILLIP M. ANDERSON  
    Phillip M. Anderson   
    President   

 


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EXHIBIT INDEX
     
Exhibit No.   Description
1.  
Registrant’s Registration Statement on Form S-1 (Registration No. 333-171525), initially filed with the Securities and Exchange Commission on January 4, 2011, as amended (incorporated herein by reference).
2.  
Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-l (Registration No. 333-171525), initially filed with the Securities and Exchange Commission on January 4, 2011).
3.  
Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Registrant’s Registration Statement on Form S-l (Registration No. 333-171525), initially filed with the Securities and Exchange Commission on January 4, 2011).