0001209191-19-044117.txt : 20190801 0001209191-19-044117.hdr.sgml : 20190801 20190801191228 ACCESSION NUMBER: 0001209191-19-044117 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190730 FILED AS OF DATE: 20190801 DATE AS OF CHANGE: 20190801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sorensen Don J CENTRAL INDEX KEY: 0001632144 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 19994051 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78259 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANDEAVOR LOGISTICS LP CENTRAL INDEX KEY: 0001507615 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 274151603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 419-421-2159 MAIL ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 FORMER COMPANY: FORMER CONFORMED NAME: TESORO LOGISTICS LP DATE OF NAME CHANGE: 20101210 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-30 1 0001507615 ANDEAVOR LOGISTICS LP ANDX 0001632144 Sorensen Don J C/O ANDEAVOR LOGISTICS LP 200 E. HARDIN STREET FINDLAY OH 45840 0 1 0 0 President Common Units (Limited Partner Interests) 2019-07-30 4 D 0 37160 D 0 D On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019 (the "Merger Agreement"), by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC, MPLX GP LLC and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of MPLX. Pursuant to the Merger Agreement, at the Effective Time, each common unit representing a limited partner interest in the Issuer held by the Reporting Person was converted into the right to receive 1.135 common units (the "Public Unitholder Exchange Ratio") representing limited partner interests in MPLX. The closing price of common units representing limited partner interests in MPLX on July 29, 2019, which was the last complete trading day prior to the Effective Time, was $28.51 as reported on the New York Stock Exchange. Pursuant to the Merger Agreement, each phantom unit of the Issuer held by the Reporting Person was converted, at the Effective Time, into a phantom unit denominated in common units representing limited partner interests in MPLX (each, a "Converted MPLX Phantom Unit"), with the number of such common units subject to each Converted MPLX Phantom Unit equal to the product of (x) the number of common units representing a limited partner interest of the Issuer subject to such phantom units of the Issuer held by the Reporting Person immediately prior to Effective Time multiplied by (y) the Public Unitholder Exchange Ratio (such conversion, the "Phantom Unit Conversion"). As a result of the Phantom Unit Conversion, the Reporting Person received 31,257 phantom units in respect of common units representing limited partner interests of MPLX. The Reporting Person was President of Tesoro Logistics GP, LLC, the general partner of the Issuer. Until the Effective Time, the Issuer was managed by the directors and executive officers of Tesoro Logistics GP, LLC. /s/ Molly R. Benson, Attorney-in-Fact for Don J. Sorensen 2019-08-01