SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TPG Group Holdings (SBS) Advisors, Inc. (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE ST., SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2012	3. Issuer Name and Ticker or Trading Symbol Northern Tier Energy LP [ NTI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/25/2012
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units(6)(7)	54,844,500(1)	I	See Explanation of Responses(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
PIK Units(6)	(8)	(8)	Common Units	18,383,000	(9)	I	See Explanation of Responses(2)(3)(4)(5)
Common Units Right	(10)	(10)	Common Units	2,437,500	(10)	I	See Explanation of Responses(2)(3)(4)(5)

1. Name and Address of Reporting Person* TPG Group Holdings (SBS) Advisors, Inc. (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE ST., SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

Explanation of Responses:

1. This amendment is filed to correct the number of common units reported in Table I, which in the original Form 3 inadvertently included the 2,437,500 common units rights which also were reported in Table II.

2. David Bonderman and James G. Coulter are directors, officers and sole stockholders of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings II, L.P., a Delaware limited partnership, which is the sole member of TPG VI AIV SLP SD Advisors, L.L.C., a Delaware limited liability company, which is the general partner of TPG VI AIV SLP SD, L.P., a Delaware limited partnership, which is the general partner of TPG Refining, L.P., a Delaware limited partnership ("TPG Refining").

3. TPG Refining is a member of NTI GenPar, LLC, a Delaware limited liability company, which is the general partner of Northern Tier Investors LP, a Delaware limited partnership, which is the sole member of Northern Tier Investors, LLC, a Delaware limited liability company, which is the sole member of Northern Tier Holdings LLC, a Delaware limited liability company ("NTH"), which directly holds 57,282,000 common units ("Common Units") of Northern Tier Energy LP (the "Issuer") reported herein and 18,383,000 PIK units ("PIK Units", and together with Common Units, the "Units") of the Issuer reported herein (the Units reported herein, the "TPG Units").

4. Because of the relationship between the Reporting Persons and NTH, the Reporting Persons may be deemed to beneficially own the TPG Units to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of NTH. Each Reporting Person disclaims beneficial ownership of the TPG Units, except to the extent of such Reporting Person's pecuniary interest therein, if any.

5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

6. NTH is the sole member of Northern Tier Energy GP LLC, a Delaware limited liability company ("NTE GP"), which is the general partner of the Issuer. Under the Issuer's limited partnership agreement (the "LPA"), if at any time NTE GP and its affiliates own more than 90% of the then-issued and outstanding Units of the Issuer, NTE GP will have the right, but not the obligation, to purchase all, but not less than all, of the Units of the Issuer held by unaffiliated unitholders (the "Call Right").

7. The purchase price in the event of an exercise of the Call Right is the greater of: (i) the highest price paid by NTE GP or any of its affiliates for Common Units or PIK Units of the Issuer purchased within the ninety days preceding the date on which NTE GP first mails notice of its election to exercise the Call Right (the "Call Notice") and (ii) the average of the daily closing prices of the Common Units or PIK Units of the Issuer over the twenty trading days preceding the date three days before the Call Notice.

8. Under the LPA, upon the earlier of (i) December 1, 2017 and (ii) the date by which the Issuer redeems, repurchases, defeases or retires all of the 10.5% senior secured notes of the Issuer issued in December 2010 (the "Senior Secured Notes") or amends the indenture governing the Senior Secured Notes in a manner that removes restrictions on the Issuer's ability to distribute all available cash to unitholders of the Issuer, each PIK Unit of the Issuer will be automatically converted into newly issued Common Units of the Issuer at a conversion rate equal to one Common Unit of the Issuer per PIK Unit of the Issuer. Until such conversion into Common Units and in lieu of the quarterly cash distribution on Common Units, the quarterly distributions on PIK Units will be in additional PIK Units.

9. The number of PIK Units that will be distributed on a PIK Unit will equal (i) the amount of the cash distribution paid on a Common Unit divided by (ii) the volume-weighted average price of a Common Unit for the ten trading days immediately preceding the ex-dividend date for the associated distribution in respect of a Common Unit.

10. Under the underwriting agreement entered into in connection with the Issuer's initial public offering of Common Units, the Issuer has granted the underwriters a thirty-day option to purchase up to 2,437,500 additional Common Units (the "Common Units Right"). Any net proceeds received by the Issuer from the full or any partial exercise of such option will be distributed by the Issuer to NTH. Any of the Common Units that have not been purchased pursuant to the Common Units Right by the expiration of such option will be issued to NTH at such time.

Remarks:

(11) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (12) Ronald Cami is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission.

	/s/ Ronald Cami on behalf of David Bonderman (11)(12)	08/01/2012
	/s/ Ronald Cami on behalf of James G. Coulter (11)(12)	08/01/2012
	/s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (11)	07/25/2012
	** Signature of Reporting Person	Date
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