0001209191-14-063183.txt : 20141016 0001209191-14-063183.hdr.sgml : 20141016 20141014205027 ACCESSION NUMBER: 0001209191-14-063183 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141014 FILED AS OF DATE: 20141014 DATE AS OF CHANGE: 20141014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Refining Logistics, LP CENTRAL INDEX KEY: 0001581908 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 463205923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 W. MILLS AVENUE STREET 2: SUITE 200 CITY: EL PASO STATE: TX ZIP: 79901 BUSINESS PHONE: 915-534-1400 MAIL ADDRESS: STREET 1: 123 W. MILLS AVENUE STREET 2: SUITE 200 CITY: EL PASO STATE: TX ZIP: 79901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Refining, Inc. CENTRAL INDEX KEY: 0001339048 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36114 FILM NUMBER: 141156324 BUSINESS ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 BUSINESS PHONE: (915) 775-3488 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giant Industries, Inc. CENTRAL INDEX KEY: 0000856465 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36114 FILM NUMBER: 141156325 BUSINESS ADDRESS: STREET 1: 1250 W. WASHINGTON STREET, SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (602) 286-1401 MAIL ADDRESS: STREET 1: 1250 W. WASHINGTON STREET, SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER NAME: FORMER CONFORMED NAME: GIANT INDUSTRIES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Refining Southwest, Inc. CENTRAL INDEX KEY: 0000912517 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36114 FILM NUMBER: 141156326 BUSINESS ADDRESS: STREET 1: 1250 W. WASHINGTON STREET, SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (602) 286-1401 MAIL ADDRESS: STREET 1: 1250 W. WASHINGTON STREET, SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER NAME: FORMER CONFORMED NAME: GIANT INDUSTRIES ARIZONA INC DATE OF NAME CHANGE: 19930923 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-10-14 0 0001581908 Western Refining Logistics, LP WNRL 0000912517 Western Refining Southwest, Inc. 1250 W. WASHINGTON ST., SUITE 101 TEMPE AZ 85281 0 0 1 1 See Remarks 0000856465 Giant Industries, Inc. 1250 W. WASHINGTON ST., SUITE 101 TEMPE AZ 85281 0 0 1 1 See Remarks 0001339048 Western Refining, Inc. 123 W. MILLS AVENUE, SUITE 200 EL PASO TX 79901 0 0 1 1 See Remarks Common Units representing limited partner interests 2014-10-14 4 J 0 6998500 A 6998500 D Subordinated Units representing limited partner interests 2014-10-14 4 J 0 6643730 A Common Units 6643730 22811000 D This Form 4 is being filed jointly by Western Refining Southwest, Inc. ("WRSW"), Giant Industries, Inc. ("Giant") and Western Refining, Inc. ("Western"). In connection with certain internal reorganization transactions, the Reporting Persons in this Form 4 entered into the following series of transactions to consolidate their ownership interests in the Partnership: (1) Western Refining Company, LP assigned (the "WRCLP Assignment") 6,998,500 common units and 6,643,730 subordinated units representing limited partner interests in the Issuer (the "Partnership Interest") to Western; (2) immediately after the WRCLP Assignment, Western contributed (the "Western Contribution") the Partnership Interest to Giant; and (3) immediately after the Western Contribution, Giant contributed (the "Giant Contribution", and together with the Western Contribution and the WRCLP Assignment, the "Consolidation Transactions") the Partnership Interest to WRSW. (Continued from footnote 1) As a result of the Consolidation Transactions, WRSW is the record holder of 6,988,500 common units and 22,811,000 subordinated units. WRSW is a wholly owned subsidiary of Giant and Giant is a wholly owned subsidiary of Western. As a result of the Consolidation Transactions, Giant and Western may be deemed to beneficially own the units of the Issuer directly owned by WRSW, but disclaim beneficial ownership except to the extent of their pecuniary interest therein. Each subordinated unit will convert into one common unit representing a limited partner interest in the Issuer at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-190135). WRSW has the right to appoint all of the directors of the Board of Directors of Western Refining Logistics GP, LLC, the general partner of the Issuer. WRSW is a wholly owned subsidiary of Giant and an indirect wholly owned subsidiary of Western. Therefore, each of Giant, Western and the WRSW may be deemed a director by deputization. /s/ Gary R. Dalke - Chief Financial Officer of Western Refining Southwest, Inc. 2014-10-14 /s/ Gary R. Dalke - Chief Financial Officer of Giant Industries, Inc. 2014-10-14 /s/ Gary R. Dalke - Chief Financial Officer of Western Refining, Inc. 2014-10-14