UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Western Refining Logistics, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

95931Q 205

(CUSIP Number)

Francis J. Aquila

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

(212) 558-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Explanatory Note: This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Andeavor (“Andeavor”), Western Refining, Inc. (“Western”), Giant Industries, Inc. (“Giant ”), Western Acquisition Holdings, LLC (“WAH”) and Western Refining Southwest, Inc. (“WRSW” and collectively with Andeavor, Western, Giant and WAH, the “Reporting Persons”) on June 1, 2017 (the “Initial Statement”), as amended by Amendment No.1 filed on July 20, 2017 (“Amendment No. 1”). The Initial Statement, as amended by Amendment No. 1, shall not be modified except as specifically provided herein.

Item 4. Purpose of the Transaction.

Item 4 of the Initial Statement is hereby amended and supplemented as follows:

On August 8, 2017, management of Andeavor announced that, in connection with the previously announced proposal by Andeavor Logistics LP (“ALLP”), an affiliate of Andeavor, to acquire all of the outstanding common units of the Issuer (the “Proposed Acquisition”), Andeavor and ALLP have considered their options with respect to treatment of the ALLP incentive distribution rights and prefer to pursue a buy-in of the ALLP incentive distribution rights in exchange for common units of ALLP (the “Proposed IDR Buy-In,” and, together with the Proposed Acquisition, the “Proposed Transactions”).

The Proposed Transactions require approval of the board of directors of Andeavor (the “Andeavor Board”), the board of directors of the general partner of ALLP (the “ALLP Board”) and the board of directors of the general partner of the Issuer (the “Issuer Board”), as well as the conflicts committees of both the ALLP Board and the Issuer Board.

The Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the Andeavor Board, ALLP Board and the Issuer Board have approved a specific transaction, if any, except as may be required by law. The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2017