4//SEC Filing
Western Refining Southwest, Inc. 4
Accession 0000899243-17-025173
CIK 0001581908other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 8:34 PM ET
Size
15.8 KB
Accession
0000899243-17-025173
Insider Transaction Report
Form 4
Western Acquisition Holdings, LLC
10% OwnerOther
Transactions
- Disposition to Issuer
Common units representing limited partnership interests
2017-10-30−31,390,623→ 0 total - Disposition to Issuer
TexNew Mex Units
2017-10-30−80,000→ 0 total - Disposition to Issuer
Common units representing limited partnership interests
2017-10-30−628,224→ 0 total(indirect: By LLC)
Western Refining Southwest, Inc.
10% OwnerOther
Transactions
- Disposition to Issuer
TexNew Mex Units
2017-10-30−80,000→ 0 total - Disposition to Issuer
Common units representing limited partnership interests
2017-10-30−31,390,623→ 0 total - Disposition to Issuer
Common units representing limited partnership interests
2017-10-30−628,224→ 0 total(indirect: By LLC)
Western Refining, Inc.
10% OwnerOther
Transactions
- Disposition to Issuer
Common units representing limited partnership interests
2017-10-30−628,224→ 0 total(indirect: By LLC) - Disposition to Issuer
TexNew Mex Units
2017-10-30−80,000→ 0 total - Disposition to Issuer
Common units representing limited partnership interests
2017-10-30−31,390,623→ 0 total
Giant Industries, Inc.
10% OwnerOther
Transactions
- Disposition to Issuer
Common units representing limited partnership interests
2017-10-30−31,390,623→ 0 total - Disposition to Issuer
Common units representing limited partnership interests
2017-10-30−628,224→ 0 total(indirect: By LLC) - Disposition to Issuer
TexNew Mex Units
2017-10-30−80,000→ 0 total
Footnotes (3)
- [F1]In connection with the merger between the Issuer and a wholly-owned subsidiary of Andeavor Logistics LP ("ANDX"), among the 32,018,847 common units of the Issuer that were owned directly or indirectly by Western Refining Southwest, Inc. ("WRSW"), including 628,224 common units owned through a wholly owned subsidiary, (i) 3,634,473 common units were cancelled and converted into a Special Limited Partner Interest (as defined in the merger agreement) in ANDX and (ii) 28,384,374 common units were converted into 14,853,542 ANDX common units having a market value of approximately $681.8 million on the date of the merger.
- [F2]In connection with the merger, each TexNew Mex Unit of the Issuer was converted into the right to receive a ANDX TexNew Mex Unit (as defined in the merger agreement), a new class of limited partner units in ANDX with substantially the same powers, preferences and rights to distributions as the TexNew Mex Units of the Issuer.
- [F3]This Form 4 is being filed jointly by Western Refining, Inc. ("Western"), Giant Industries, Inc. ("Giant"), Western Acquisition Holdings, LLC ("WAH") and WRSW. Giant is a wholly owned subsidiary of Western and owns approximately 38.7% of the outstanding shares of WRSW. WAH owns approximately 61.3% of the outstanding shares of WRSW and is a wholly owned subsidiary of Giant. Prior to the merger, WRSW directly owned 31,390,623 common units of the Issuer and 80,000 TexNew Mex Units and indirectly owned 628,224 common units of the Issuer through a wholly owned subsidiary. Western, Giant and WAH may be deemed to beneficially own all the securities owned by WRSW, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Documents
Issuer
Western Refining Logistics, LP
CIK 0001581908
Entity typeother
IncorporatedAZ
Related Parties
1- filerCIK 0000912517
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 8:34 PM ET
- Size
- 15.8 KB