8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2017

Par Pacific Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-36550	84-1060803
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Gessner Road, Suite 875 Houston, Texas	77024
(Address of principal executive offices)	(Zip Code)

(281) 899-4800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 21, 2017, Christopher Micklas, resigned as Chief Financial Officer of Par Pacific Holdings, Inc. (the “Company”), in order to spend more time with his family.

On March 21, 2017, the Company announced the appointment of William Monteleone as Senior Vice President and Chief Financial Officer of the Company. Mr. Monteleone, 33, has served as a member of the Company’s Board of Directors since August 2012, as the Company’s Senior Vice President of Mergers & Acquisitions since January 2015 and as the Company’s Chief Executive Officer from June 2013 to January 2015. Mr. Monteleone was a Vice President at Equity Group Investments from 2008 until August 2014, serving in a limited role from June 2013. At Equity Group Investments, Mr. Monteleone was responsible for evaluating potential new investments and monitoring existing investments. Previously, Mr. Monteleone worked for Banc of America Securities LLC from 2006 to 2008 where he was involved in a variety of debt capital raising transactions, including leveraged buyouts, corporate-to-corporate acquisitions and other debt financing activities.

Item 7.01     Regulation FD Disclosure

On March 21, 2017, the Company posted a news release to its website at www.parpacific.com. Information on the Company’s website or any other website is not incorporated by reference in this Current Report on Form 8-K and does not constitute a part of this Current Report on Form 8-K. The news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1    News Release dated March 21, 2017.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Par Pacific Holdings, Inc.
Dated: March 21, 2017	/s/ James Matthew Vaughn
	James Matthew Vaughn Senior Vice President and General Counsel

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EX-99.1

NEWS RELEASE

Par Pacific Announces Promotion of Will Monteleone to Senior Vice President and Chief Financial Officer

HOUSTON, March 21, 2017 - Par Pacific Holdings, Inc. (NYSE MKT: PARR) (“Par Pacific” or the “Company”) is very pleased to announce the appointment of Will Monteleone as Chief Financial Officer effective today. Mr. Monteleone began his career with Bank of America. He was then a member of Sam Zell’s investment firm Equity Group Investments, which continues to be a major shareholder of Par Pacific. Mr. Monteleone is currently Senior Vice President of Mergers and Acquisitions and Business Development and has been a key architect in the Company’s growth through the acquisitions and related financings of Tesoro’s Hawaii operations, Mid-Pac Petroleum and Wyoming Refining Corporation. Mr. Monteleone succeeds Chris Micklas, who is leaving Par Pacific to spend time with his family.

William Pate, CEO of Par Pacific, commented, “Will and I have worked together for nearly a decade and I look forward to continuing our partnership in leading and executing Par’s ambitious growth strategy. I want to thank Chris for his dedication and contribution to the growth of our company. Chris worked around the clock for three years to develop the company’s important financial and accounting systems and processes, which were critical to our growth from a firm with less than a dozen employees to today’s organization of more than 800 employees.”

“Will has extensive experience and outstanding, proven capabilities in finance, accounting, acquisitions and strategy, beginning at Bank of America, followed by his success at EGI in Chicago, and continuing through the last four years in a number of key leadership roles at Par Pacific, especially in finance and acquisitions. The Board of Directors most appreciates Chris’ dedicated service and contributions and wishes him well on his chosen next path. We are now delighted to have such an extraordinary top management team of Bill, Will and the other senior executives in whom we have the utmost confidence,” stated Mel Klein, Chairman of the Board of Directors of Par Pacific.

About Par Pacific Holdings

Par Pacific Holdings, Inc., based in Houston, Texas, owns, manages and maintains interests in energy and infrastructure businesses. Par Pacific’s strategy is to identify, acquire and operate energy and

infrastructure companies with attractive competitive positions. Par Pacific owns and operates one of the largest energy infrastructure networks in Hawaii with a 94,000-bpd refinery, a logistics network supplying the major islands of the state and a 90 location retail distribution network. In Wyoming, Par Pacific owns a refinery and associated logistics network in a niche market. Par Pacific also owns 42.3% of Laramie Energy, LLC which has natural gas operations and assets concentrated in the Piceance Basin in Western Colorado. In addition, Par Pacific transports, markets and distributes crude oil from the Western United States and Canada to refining hubs in the Midwest, Gulf Coast and East Coast. More information is available at www.parpacific.com.

Contact:

Christine Laborde

Director, Investor Relations & Public Affairs

(832) 916-3396

claborde@parpacific.com