4//SEC Filing
Tesoro Logistics GP, LLC 4
Accession 0000899243-17-025183
CIK 0001507615other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 9:17 PM ET
Size
11.0 KB
Accession
0000899243-17-025183
Insider Transaction Report
Form 4
TESORO ALASKA CO
Director10% Owner
Transactions
- Award
Common units representing limited partnership interests
2017-10-30+78,000,000→ 112,055,042 total
TESORO REFINING & MARKETING CO
Director10% Owner
Transactions
- Award
Common units representing limited partnership interests
2017-10-30+78,000,000→ 112,055,042 total
Tesoro Logistics GP, LLC
Director
Transactions
- Award
Common units representing limited partnership interests
2017-10-30+78,000,000→ 112,055,042 total
Footnotes (4)
- [F1]On October 30, 2017 and effective as of 4:01 p.m. Eastern Time, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 13, 2017, by and among Andeavor Logistics LP ("Andeavor Logistics"), Tesoro Logistics GP, LLC (the "General Partner"), Western Refining Logistics, LP ("WNRL"), Western Refining Logistics GP, LLC ("WNRL GP"), WNRL Merger Sub LLC ("LP Merger Sub") and WNRL GP Merger Sub LLC, LP Merger Sub merged with and into WNRL, with WNRL surviving such merger as a wholly-owned subsidiary of Andeavor Logistics.
- [F2]Concurrently with the closing of the transactions contemplated by the Merger Agreement, pursuant to the terms of the Sponsor Equity Restructuring Agreement dated as of August 13, 2017, by and among Andeavor Logistics, the General Partner and Andeavor ("Andeavor"), Andeavor Logistics issued 78,000,000 common units representing limited partner interests in Andeavor Logistics (the "Common Units") to the General Partner in consideration for (1) the cancellation of the incentive distribution rights in Andeavor Logistics and (ii) the conversion of the 2% general partner interest in Andeavor Logistics held by the General Partner into a non-economic general partner interest in Andeavor Logistics.
- [F3]This Form 4 is filed jointly by the General Partner, Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Alaska Company LLC ("Tesoro Alaska"). Andeavor, Tesoro Alaska and TRMC collectively own 100% of the membership interests in the General Partner. Andeavor owns 100% of the securities of each of TRMC and Tesoro Alaska. Tesoro Alaska and TRMC may be deemed to beneficially own the Common Units held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F4]Following the transactions reported on this Form 4, the General Partner directly owns 87,644,050 Common Units, Tesoro Alaska directly owns 571,065 Common Units and TRMC directly owns 8,067,981 Common Units and indirectly owns 151,021 Common Units through its wholly-owned subsidiary Carson Cogeneration Company.
Documents
Issuer
ANDEAVOR LOGISTICS LP
CIK 0001507615
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001517724
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 9:17 PM ET
- Size
- 11.0 KB