0001209191-19-045280.txt : 20190809 0001209191-19-045280.hdr.sgml : 20190809 20190809113315 ACCESSION NUMBER: 0001209191-19-045280 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190730 FILED AS OF DATE: 20190809 DATE AS OF CHANGE: 20190809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tesoro Logistics GP, LLC CENTRAL INDEX KEY: 0001517724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011965 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tesoro Alaska Co LLC CENTRAL INDEX KEY: 0000911614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011966 BUSINESS ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 BUSINESS PHONE: 419-421-2159 MAIL ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 FORMER NAME: FORMER CONFORMED NAME: Tesoro Alaska Pipeline Co LLC DATE OF NAME CHANGE: 20160223 FORMER NAME: FORMER CONFORMED NAME: TESORO ALASKA Co LLC DATE OF NAME CHANGE: 20141007 FORMER NAME: FORMER CONFORMED NAME: TESORO ALASKA CO DATE OF NAME CHANGE: 20010716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPLX LP CENTRAL INDEX KEY: 0001552000 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011967 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 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-07-30 0 0001507615 ANDEAVOR LOGISTICS LP ANDX 0001552000 MPLX LP 200 E. HARDIN STREET FINDLAY OH 45840 1 0 1 0 0000911614 Tesoro Alaska Co LLC 200 E. HARDIN STREET FINDLAY OH 45840 0 0 0 1 Less than 10% owner 0001517724 Tesoro Logistics GP, LLC 200 E. HARDIN STREET FINDLAY OH 45840 0 0 0 1 Less than 10% owner Limited Partner Interest 1 D On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019, by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC ("TLGP"), MPLX GP LLC (the "General Partner") 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. At the Effective Time, each common unit representing a limited partner interest in the Issuer was converted into the right to receive common units representing limited partner interests in MPLX at exchange ratios as set forth in the Merger Agreement. At the Effective Time, a limited partner interest in the Issuer which constitutes in the aggregate 100% of the aggregate partnership interest (as defined in Delaware Revised Uniform Limited Partnership Act, as amended) of all limited partners in the Issuer was issued to MPLX. Marathon Petroleum Corporation ("MPC") and certain of the other Reporting Persons may be deemed to beneficially own the limited partner interest of the Issuer owned by MPLX, but each disclaims beneficial ownership of such security except to the extent of each Reporting Person's pecuniary interest therein. This Form 3 is filed jointly by Tesoro Alaska Company LLC ("TAC") and TLGP with respect to the events described herein by a Reporting Group consisting of MPC, MPC Investment LLC ("MPCI"), the General Partner, MPLX, MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), TAC and TLGP. As described below, TAC and TLGP are filing this separate Form 3 related to the same events as a Form 3 filed by the other members of the Reporting Group. Following the Merger, MPCI, the General Partner, Logistics Holdings, WRSI and TLGP beneficially own approximately 63% of the common units representing limited partner interests in MPLX, and the General Partner owns the non-economic general partner interest in MPLX. MPCI, a direct wholly owned subsidiary of MPC, owns all of the membership interests in both the General Partner and Logistics Holdings. The General Partner is the general partner of MPLX. Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI. WRSI, TAC and TRMC collectively own all of the membership interests in TLGP. Accordingly, MPCI, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC. This Form 3 is the second of two Forms 3 being filed relating to the same events. The Form 3 has been split into two filings because there are more than ten Reporting Persons in the Reporting Group and the SEC's EDGAR filing system limits each Form 3 filing to a maximum of ten Reporting Persons. This Form 3 is jointly-filed by Tesoro Alaska Company LLC and Tesoro Logistics GP, LLC. /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary of MPLX GP LLC, the General Partner of MPLX LP 2019-08-09 /s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC 2019-08-09 /s/ Molly R. Benson, Secretary, Tesoro Logistics GP, LLC 2019-08-09