0001209191-20-044676.txt : 20200804 0001209191-20-044676.hdr.sgml : 20200804 20200804161924 ACCESSION NUMBER: 0001209191-20-044676 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200731 FILED AS OF DATE: 20200804 DATE AS OF CHANGE: 20200804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marathon Petroleum Corp CENTRAL INDEX KEY: 0001510295 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: 001-35714 FILM NUMBER: 201073570 BUSINESS ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 BUSINESS PHONE: 419-421-2159 MAIL ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tesoro Alaska Co LLC CENTRAL INDEX KEY: 0000911614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35714 FILM NUMBER: 201073571 BUSINESS ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 BUSINESS PHONE: 419-421-2159 MAIL ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 FORMER NAME: FORMER CONFORMED NAME: Tesoro Alaska Pipeline Co LLC DATE OF NAME CHANGE: 20160223 FORMER NAME: FORMER CONFORMED NAME: TESORO ALASKA Co LLC DATE OF NAME CHANGE: 20141007 FORMER NAME: FORMER CONFORMED NAME: TESORO ALASKA CO DATE OF NAME CHANGE: 20010716 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MPLX LP CENTRAL INDEX KEY: 0001552000 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 270005456 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: (419) 421-2159 MAIL ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-07-31 0 0001552000 MPLX LP MPLX 0001510295 Marathon Petroleum Corp 539 S. MAIN STREET FINDLAY OH 45840 1 0 1 0 0000911614 Tesoro Alaska Co LLC 539 S. MAIN STREET FINDLAY OH 45840 0 0 0 1 Less than 10% owner Common Units (Limited Partner Interests) 2020-07-31 4 D 0 18582088 D 647415452 I See Footnotes This Form 4 is submitted by Tesoro Alaska Company LLC ("TAC") with respect to certain transactions involving the securities of the Issuer by a Reporting Group consisting of Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), and Tesoro Logistics GP, LLC ("TLGP"). TAC is also a member of the Reporting Group and, as described below, is filing this separate Form 4 related to the same events. All of the membership interests in TLGP are held by TRMC, TAC and WRSI. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the Common Units in the Issuer owned by certain of the subsidiaries of MPC but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein. On July 31, 2020, WRSI and the Issuer entered into a Redemption Agreement (the "Redemption Agreement") pursuant to which the Issuer, following a series of intercompany transactions, transferred all of the outstanding membership interests in Western Refining Wholesale, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of MPC ("WRW"), to WRSI in exchange for the redemption and cancellation of 18,582,088 common units representing limited partner interests in the Issuer (the "Common Units") held by WRSI (the "Redeemed Units"). Immediately following the redemption of the Redeemed Units, the Issuer cancelled the Redeemed Units pursuant to the terms of the Redemption Agreement. The number of Redeemed Units was calculated by dividing the Redeemed Unit's aggregate valuation of $340 million by the simple average of the volume weighted average price of the Common Units, as reported on the New York Stock Exchange, for the ten trading days ending at market close on July 27, 2020. This Form 4 is the second of two Forms 4 being filed relating to the same events. The Form 4 has been split into two filings because there are more than ten Reporting Persons in the Reporting Group and the SEC's EDGAR filing system limits each Form 4 filing to a maximum of ten Reporting Persons. This Form 4 is filed by Tesoro Alaska Company LLC. /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation 2020-08-04 /s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC 2020-08-04