0000899243-18-026151.txt : 20181003 0000899243-18-026151.hdr.sgml : 20181003 20181003205717 ACCESSION NUMBER: 0000899243-18-026151 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181003 DATE AS OF CHANGE: 20181003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rucker Kim K.W. CENTRAL INDEX KEY: 0001430329 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03473 FILM NUMBER: 181106790 MAIL ADDRESS: STREET 1: KRAFT FOODS GROUP, INC. STREET 2: THREE LAKES DRIVE CITY: NORTHFIELD STATE: IL ZIP: 60093 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 0001430329 Rucker Kim K.W. 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 1 0 0 EVP, General Counsel and Sec Common Stock 2018-10-01 4 A 0 25479 A 25479 D Common Stock 2018-10-01 4 D 0 25479 D 0 D Market Stock Units 2018-10-01 4 D 0 18902 D Common Stock 18902 0 D Vesting of Total Shareholder Return ("TSR")-based performance share award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The performance share award was accelerated upon the change of control of the Issuer 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"), and performance was certified by the Compensation Committee. Pursuant to 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. The TSR-based performance share award referenced above was assumed by MPC and converted into a time-based restricted stock unit award denominated in a number of MPC shares equal to the number of shares certified by the Compensation Committee as to performance for such award multiplied by 1.87. Pursuant to the Merger Agreement, at the effective time, each outstanding market stock unit award was assumed by MPC and converted into a time-based restricted stock unit award denominated in a number of MPC shares equal to the number of shares certified by the Compensation Committee as to performance for such award multiplied by 1.87. /s/ Elisa D. Watts, Attorney-in-Fact for Kim K.W. Rucker 2018-10-03