0000899243-18-025941.txt : 20181002 0000899243-18-025941.hdr.sgml : 20181002 20181002213752 ACCESSION NUMBER: 0000899243-18-025941 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181002 DATE AS OF CHANGE: 20181002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McCarthy Mary Pat CENTRAL INDEX KEY: 0001565570 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03473 FILM NUMBER: 181103604 MAIL ADDRESS: STREET 1: 2704 WEST 112TH STREET CITY: LEAWOOD STATE: KS ZIP: 66211 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANDEAVOR CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78259-1828 BUSINESS PHONE: 210 626-6000 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78259-1828 FORMER COMPANY: FORMER CONFORMED NAME: TESORO CORP /NEW/ DATE OF NAME CHANGE: 20041108 FORMER COMPANY: FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-01 1 0000050104 ANDEAVOR ANDV 0001565570 McCarthy Mary Pat 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 1 0 0 0 Common Stock 2018-10-01 4 D 0 4012 D 0 D Restricted Stock Units 2018-10-01 4 D 0 9024 D Common Stock 9024 0 D Includes 3,173 restricted stock units. Pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among the Issuer, Marathon Petroleum Corporation ("MPC"), Mahi Inc. and Mahi LLC (as amended, the "Merger Agreement"), at the effective time, each outstanding share of the Issuer's common stock was cancelled and became exchangeable for, at the holder's election, either $152.27 in cash or 1.87 shares of MPC common stock, subject to an allocation and proration whereby the outstanding shares of Issuer's common stock would be exchanged for approximately $3.5 billion in cash with the balance of shares exchanged for MPC shares, and each restricted stock unit was accelerated and cancelled in exchange for $152.27 in cash. Pursuant to the Merger Agreement, at the effective time, each restricted stock unit for which the reporting person had previously elected to defer distribution was accelerated and cancelled in exchange for $152.27 in cash. /s/ Elisa D. Watts, Attorney-in-Fact for Mary Pat McCarthy 2018-10-02