3//SEC Filing
TTC Holdings LLC 3
Accession 0001209191-21-002665
CIK 0001552000other
Filed
Jan 7, 7:00 PM ET
Accepted
Jan 8, 11:00 AM ET
Size
8.3 KB
Accession
0001209191-21-002665
Insider Transaction Report
Form 3
MPLX LPMPLX
TTC Holdings LLC
10% Owner
Holdings
- 647,415,452(indirect: See Footnotes)
Common Units (Limited Partner Interests)
- 1(indirect: See Footnotes)
Special Limited Partner Interest
- 80,000(indirect: See Footnotes)
TexNew Mex Units
Footnotes (4)
- [F1]This Form 3 is submitted by TTC Holdings LLC ("TTC Holdings") which, effective as of January 1, 2021 (the "Effective Date"), and pursuant to the Reorganization Agreement, dated as of December 31, 2020 (the "Reorganization Agreement"), by and among TTC Holdings, Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), Tesoro Logistics GP, LLC ("TLGP"), and the other signatories thereto, became a part of the reporting group which includes Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, WRI and GII.
- [F2]MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in the General Partner and Logistics Holdings. Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. TTC Holdings is a wholly owned subsidiary WRI. GII is a wholly owned subsidiary of TTC Holdings. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, TTC Holdings and GII are all direct or indirect wholly owned subsidiaries of MPC.
- [F3]The Reorganization Agreement sets forth a series of intercompany transactions pursuant to which, among other things: (i) TRMC and TAC distributed to WRSI all of the outstanding limited liability company interests in TLGP held by each of TRMC and TAC immediately prior to such distribution; (ii) TLGP distributed to WRSI all of the common units representing limited partner interests in the Issuer held by TLGP prior to such distribution; (iii) WRSI converted to a Delaware limited liability company under the name Western Refining Southwest LLC ("WRSWL"); (iv) WRSWL distributed to GII all of the (x) common units representing limited partner interests in the Issuer, (y) MPLX TexNew Mex units and (z) the MPLX Special Limited Partner Interest held, in each case, by WRSWL immediately prior to such distribution (collectively, the "MPLX Interests"); and (v) WRI contributed all of the outstanding capital stock of GII to TTC Holdings.
- [F4]TTC Holdings may be deemed to beneficially own the MPLX Interests owned by GII but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Documents
Issuer
MPLX LP
CIK 0001552000
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001838873
Filing Metadata
- Form type
- 3
- Filed
- Jan 7, 7:00 PM ET
- Accepted
- Jan 8, 11:00 AM ET
- Size
- 8.3 KB