X0206 3 2014-12-02 0 0001576044 QEP Midstream Partners, LP QEPM 0000050104 TESORO CORP /NEW/ 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 0 0001144853 TESORO REFINING & MARKETING Co LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 0 0000911614 TESORO ALASKA Co LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 0 0001517724 Tesoro Logistics GP, LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 0 0001507615 TESORO LOGISTICS LP 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 0 0001617906 QEP Field Services, LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 0 Common units representing limited partner interests 3701750 I By QEPFS LLC Subordinated units representing limited partner interests 0.00 Common Units 26705000 I See Footnotes This Form 3 is filed jointly by Tesoro Corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("Tesoro Alaska"), Tesoro Logistics GP, LLC ("TLGP"), Tesoro Logistics LP ("TLLP"), and QEP Field Services, LLC ("QEPFS LLC" and together with Tesoro, TRMC, Tesoro Alaska, TLGP and TLLP, the "Reporting Persons"). Following the transactions reported on this Form 3, QEPFS LLC directly owns 3,701,750 common units of the Issuer ("Common Units") and 26,705,000 subordinated units of the Issuer ("Subordinated Units" and together with the Common Units, the "Units"). Tesoro, TRMC and Tesoro Alaska hold no Units of the Issuer directly, but due to such parties' collective ownership of 100% of TLGP's membership interests (5%, 94.5% and 0.5%, respectively), and due to Tesoro owning 100% of the membership interest of TRMC and Tesoro Alaska, Tesoro, TRMC and Tesoro Alaska have indirect beneficial ownership of the 30,406,750 Units owned directly by QEPFS LLC. (Continued from footnote 1) TLGP holds no Units directly, but is the general partner of TLLP, and as such has an indirect beneficial ownership of the 30,406,750 Units owned directly by QEPFS LLC. TLLP holds no Units directly, but owns 100% of the membership interests of QEPFS LLC, and owns 100% of the membership interests of QEPM GP, and as such has an indirect beneficial ownership of the 30,406,750 Units owned directly by QEPFS LLC. QEPFS LLC is the record holder of 30,406,750 Units of the Issuer. Each of Tesoro, TRMC, Tesoro Alaska, TLGP and TLLP may be deemed to beneficially own the securities of the Issuer held directly by QEPFS LLC, but disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Pursuant to the Membership Interest Purchase Agreement, dated October 19, 2014 (the "Purchase Agreement"), by and between TLLP and QEP Field Services Company ("QEPFS Company"), on December 2, 2014, TLLP acquired 100% of the membership interests of QEPFS LLC, which owns 3,701,750 Common Units of the Issuer and 26,705,000 Subordinated Units of the Issuer. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period described in the First Amended and Restated Limited Partnership Agreement of the Issuer, dated August 14, 2013. /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President, General Counsel and Secretary of Tesoro Corporation 2014-12-12 /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President, General Counsel and Secretary of Tesoro Refining & Marketing Company LLC 2014-12-12 /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President, General Counsel and Secretary of Tesoro Alaska Company LLC 2014-12-12 /s/ Charles S. Parrish, Charles S. Parrish, Vice President, General Counsel and Secretary of Tesoro Logistics GP, LLC 2014-12-12 /s/ Charles S. Parrish, Charles S. Parrish, Vice President, General Counsel and Secretary of Tesoro Logistics GP, LLC, the General Partner of Tesoro Logistics LP 2014-12-12 /s/ Charles S. Parrish, Charles S. Parrish, Vice President, General Counsel and Secretary, QEP Field Services, LLC 2014-12-12