SEC FORM 4

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

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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^*

Glenewinkel Arlen O

(Last)

(First)

(Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO

78261

(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)
	Vice President and Controller

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2015		M⁽¹⁾		11,800	A	⁽¹⁾	47,693	D
Common Stock	02/10/2015		F⁽²⁾		4,951	D	$88.1	42,742⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Market Stock Unit Award	⁽³⁾	02/10/2015		M			5,900	⁽⁴⁾	⁽⁴⁾	Common Stock	11,800⁽¹⁾	$0⁽⁹⁾	6,371⁽⁸⁾	D
Market Stock Unit Award	⁽³⁾	02/10/2015		A		1,977		⁽⁶⁾	⁽⁶⁾	Common Stock	1,977	⁽⁹⁾	8,348⁽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 Company's 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 13,275 shares in the Company's Thrift Plan, 28,506 direct ownership shares and 96l indirect 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. On Table II, Col. 9 of the Form 4 filed on 05/28/14 incorrectly reflected the number of Derivative Securities Beneficially Owned Market Stock Unit Awards as 14,421 instead of 12,271. Such amount has been corrected on this calculation of this total.

9. Award granted by the Compensation Committee of the Board of Directors.

Remarks:

	Jean M Mosel, Attorney-in-Fact for Arlen O. Glenewinkel	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).
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