SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Goff Gregory James

(Last) (First) (Middle)
19100 RIDGEWOOD PARKWAY

(Street)
SAN ANTONIO TX 78259

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TESORO CORP /NEW/ [ TSO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/10/2015 M(1) 176,000 A (1) 595,664 D
Common Stock 02/10/2015 F(2) 73,832 D $88.1 522,415(5) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Market Stock Unit Award (3) 02/10/2015 M 88,000 (4) (4) Common Stock 176,000(1) (8) 106,672 D
Market Stock Unit Award (3) 02/10/2015 A 39,218 (6) (6) Common Stock 39,218 (8) 145,890(7) D
Explanation of Responses:
1. Payment of common shares that vested and settled pursuant to Market Stock Unit Award originally granted by the Compensation Committee of the Board of Directors on May 11, 2011 pursuant to the Company's 2011 Long-Term Incentive Plan. The potential payout for the MSU Award at vesting ranged from 50% to 200%, with payout certified by the Compensation Committee at 200%.
2. The Company's Long-Term Incentive Plan permits grantees to pay the federal income tax liability with shares thereby reducing the awards listed above.
3. Each market stock unit award represents a contingent right to receive shares of TSO common stock at target payout levels.
4. The market stock unit award vested on February 1, 2015, but settled in stock upon certification by the Compensation Committee on February 10, 2015.
5. Balance includes 583 shares in the Company's Thrift Plan and direct ownership of 521,832 shares.
6. The market stock unit award will vest on February 10, 2018 and will be settled in stock between 50% and 200% of target payout levels.
7. Balance includes multiple grants with various vesting dates.
8. Award granted by the Compensation Committee of the Board of Directors.
Remarks:
Jean M Mosel, Attorney-in-Fact for Gregory J. Goff 02/12/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.