1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS HollyFrontier Corporation 75-1056913 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 72,503 Common Units | ||||
8 | SHARED VOTING POWER 12,055,012 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 72,503 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 12,055,012 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 12,127,515 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.7% of Common Units | |||||
14 | TYPE OF REPORTING PERSON CO – corporation |
(1) | Certain direct and indirect wholly owned subsidiaries of HollyFrontier Corporation, including HollyFrontier Holdings LLC, Navajo Pipeline Co., L.P., Navajo Refining Company, L.L.C., Holly Refining & Marketing Company – Woods Cross LLC and Holly Logistics Limited LLC, are the record owners of 12,055,012 of these Common Units. |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS HollyFrontier Holdings LLC 90-0868306 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 1,029,900 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 1,029,900 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,029,900 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% of Common Units | |||||
14 | TYPE OF REPORTING PERSON OO – limited liability company |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Holdings, Inc. 85-0284908 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO (see Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 10,935,055 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 10,935,055 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 10,935,055 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.5% of Common Units | |||||
14 | TYPE OF REPORTING PERSON CO – corporation |
(1) | Navajo Pipeline Co., L.P. and Holly Logistics Limited LLC are the record owners of these Common Units. |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Pipeline GP, L.L.C. 52-2364943 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO (see Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 10,935,055 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 10,935,055 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 10,935,055 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.5% of Common Units | |||||
14 | TYPE OF REPORTING PERSON OO – limited liability company |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Pipeline LP, L.L.C. 85-0484420 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO (see Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 10,935,055 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 10,935,055 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 10,935,055 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.5% of Common Units | |||||
14 | TYPE OF REPORTING PERSON OO – limited liability company |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Pipeline Co., L.P. 75-1611333 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO (see Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 10,935,055 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 10,935,055 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 10,935,055 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.5% of Common Units | |||||
14 | TYPE OF REPORTING PERSON PN – partnership |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Holly Logistic Services, L.L.C. 05-0593172 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO (see Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 10,807,615 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 10,807,615 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 10,807,615 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% of Common Units | |||||
14 | TYPE OF REPORTING PERSON OO – limited liability company |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Holly Logistics Limited LLC 27-4289116 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO (see Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 10,807,615 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 10,807,615 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,807,615 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% of Common Units | |||||
14 | TYPE OF REPORTING PERSON OO – limited liability company |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Refining Company, L.L.C. 85-0301920 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO (see Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 59,844 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 59,844 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,844 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% of Common Units | |||||
14 | TYPE OF REPORTING PERSON OO – limited liability company |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Holly Refining & Marketing Company – Woods Cross LLC 61-1443519 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS OO (see Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 Common Units | ||||
8 | SHARED VOTING POWER 30,213 Common Units | |||||
9 | SOLE DISPOSITIVE POWER 0 Common Units | |||||
10 | SHARED DISPOSITIVE POWER 30,213 Common Units | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,213 Common Units | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% of Common Units | |||||
14 | TYPE OF REPORTING PERSON OO – limited liability company |
(1) | HollyFrontier Corporation, a Delaware corporation and formerly named Holly Corporation (“HollyFrontier”), is the parent of HollyFrontier Holdings LLC (“Holdings”), a Delaware limited liability company, Navajo Holdings, Inc., a New Mexico corporation (“Navajo Holdings”), Navajo Pipeline GP, L.L.C., a Delaware limited liability company (“Navajo Pipeline GP”), Navajo Pipeline LP, L.L.C., a Delaware limited liability company (“Navajo Pipeline LP”), Navajo Pipeline, Co., L.P., a Delaware limited partnership (“Navajo”), Holly Logistic Services, L.L.C., a Delaware limited liability company (“HLS”), Holly Logistics Limited LLC, a Delaware limited liability company (“HLL”), Navajo Refining Company, L.L.C., a Delaware limited liability company (“NRC”) and Holly Refining & Marketing Company – Woods Cross LLC, a Delaware limited liability company (“HRMC”). |
(2) | Holdings is a wholly owned subsidiary of HollyFrontier. |
(3) | NRC is a wholly owned subsidiary of HollyFrontier. |
(4) | HRMC is a wholly owned subsidiary of HollyFrontier. |
(5) | Navajo Holdings is a wholly owned subsidiary of HollyFrontier. |
(6) | Navajo Pipeline GP is a wholly owned subsidiary of Navajo Holdings. |
(7) | Navajo Pipeline LP is a wholly owned subsidiary of Navajo Holdings. |
(8) | Navajo has one general and limited partner, which are Navajo Pipeline GP and Navajo Pipeline LP, respectively. |
(9) | HLS is a wholly owned subsidiary of Navajo. |
(10) | HLL (collectively with HollyFrontier, Holdings, NRC, HRMC, Navajo Holdings, Navajo Pipeline GP, Navajo Pipeline LP, Navajo and HLS, the “Reporting Persons”) is a wholly owned subsidiary of HLS. |
(1) | The principal business of HollyFrontier is to act as a holding company whose assets consist of direct and indirect ownership interests in, and whose business is conducted substantially through, its subsidiaries. |
(2) | The principal business of Holdings is to own Common Units in the Issuer and certain other securities in a subsidiary of the Issuer. |
(3) | The principal business of NRC is to own and operate the Navajo refinery and related assets. |
(4) | The principal business of HRMC is to own and operate the Woods Cross refinery and related assets. |
(5) | The principal business of Navajo Holdings is to act as a holding company whose assets consist of direct and indirect ownership interests in, and whose |
(6) | The principal business of Navajo Pipeline GP is to serve as the general partner of Navajo. |
(7) | The principal business of Navajo Pipeline LP is to serve as the limited partner of Navajo. |
(8) | The principal business of Navajo is to own all of the membership interests in HLS and serve as the limited partner of the General Partner. |
(9) | The principal business of HLS is to serve as the general partner of the General Partner, and as the sole member of HLL. |
(10) | The principal business of HLL is to own Common Units in the Issuer. The principal business of the Issuer is to own and operate (through its subsidiaries) product and crude pipelines, tankage, terminals and loading facilities. |
Name | Position | Principal Occupation/Business | Common Units Beneficially Owned | Percent of Common Units Beneficially Owned |
Matthew P. Clifton | Executive Chairman and Director | Executive Officer of HollyFrontier and its affiliates | 117,281 | 0.41 |
Michael C. Jennings | Chief Executive Officer, President and Director | Executive Officer of HollyFrontier and its affiliates | 2,000 | * |
Douglas S. Aron | Executive Vice President and Chief Financial Officer | Executive Officer of HollyFrontier and its affiliates | 420(1) | * |
David L. Lamp | Executive Vice President and Chief Operating Officer | Executive Officer of HollyFrontier and its affiliates | 0 | - |
George J. Damiris | Senior Vice President, Supply and Marketing | Executive Officer of HollyFrontier and its affiliates | 0 | - |
Bruce R. Shaw | Senior Vice President, Strategy and Corporate Development | Executive Officer of HollyFrontier and its affiliates | 10,079 | * |
James M. Stump | Senior Vice President, Refinery Operations | Executive Officer of HollyFrontier and its affiliates | 0 | - |
Denise C. McWatters | Vice President, General Counsel and Secretary | Executive Officer of HollyFrontier and its affiliates | 4,708(2) | * |
Robert G. McKenzie | Director | Financial Consultant | 0 | - |
Douglas Y. Bech | Director | Chairman and Chief Executive Officer of Raintree Resorts International | 0 | - |
Buford P. Berry | Director | Of Counsel to Thompson & Knight L.L.P. | 0 | - |
Leldon E. Echols | Director | Private Investor | 0 | - |
Tommy A. Valenta | Director | Retired | 0 | - |
R. Kevin Hardage | Director | Chief Executive Officer of Turtle Creek Trust Company | 0 | - |
Robert J. Kostelnik | Director | Partner at Glenrock Recovery Partners, LLC | 0 | - |
James H. Lee | Director | Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd. | 100(3) | * |
Franklin Myers | Director | Private Investor | 0 | - |
Michael E. Rose | Director | Private Investor | 0 | - |
___________ | ||||
*Less than 0.1% |
Name | Position | Principal Occupation/Business | Common Units Beneficially Owned | Percent of Common Units Beneficially Owned | ||
Michael C. Jennings | Chief Executive Officer, President and Director | Executive Officer of HollyFrontier and its affiliates | 2,000 | * | ||
Douglas S. Aron | Executive Vice President, Chief Financial Officer and Director | Executive Officer of HollyFrontier and its affiliates | 420(1) | * | ||
David L. Lamp | Executive Vice President, Chief Operating Officer | Executive Officer of HollyFrontier and its affiliates | 0 | - | ||
Denise C. McWatters | Vice President, General Counsel, Secretary and Director | Executive Officer of HollyFrontier and its affiliates | 4,708(2) | * | ||
___________ | ||||||
*Less than 0.1% |
Name | Position | Principal Occupation/Business | Common Units Beneficially Owned | Percent of Common Units Beneficially Owned | |||
Matthew P. Clifton | Chairman of the Board, Chief Executive Officer and President | Executive Officer of HollyFrontier and certain of its affiliates | 117,281 | 0.41 | |||
Bruce R. Shaw | Senior Vice President, Strategy and Corporate Development | Executive Officer of HollyFrontier and certain of its affiliates | 10,079 | * | |||
Mark T. Cunningham | Vice President, Operations | Executive Officer of HLS | 14,098 | * | |||
Denise C. McWatters | Vice President, General Counsel and Secretary | Executive Officer of HollyFrontier and its affiliates | 4,708(2) | * | |||
Scott C. Surplus | Vice President and Controller | Executive Officer of HLS | 5,884 | * | |||
P. Dean Ridenour | Director | Retired | 33,070 | 0.12 | |||
Charles M. Darling, IV | Director | President of DQ Holdings, L.L.C. | 22,086(4) | * | |||
William J. Gray | Director | Private Consultant | 9,285 | * | |||
Jerry W. Pinkerton | Director | Retired | 10,886 | * | |||
William P. Stengel | Director | Retired | 8,778(5) | * | |||
Michael C. Jennings | Director | Executive Officer of HollyFrontier and its affiliates | 2,000 | * | |||
James G. Townsend | Director | Retired | 7,878 | * | |||
___________ | |||||||
*Less than 0.1% |
(1) | HLL is the record and beneficial owner of an aggregate of 10,807,615 Common Units, representing 38.1% of the Common Units. Navajo is the record and beneficial owner of an aggregate of 127,440 Common Units, representing 0.4% of the Common Units. HollyFrontier is the record and beneficial owner of 72,503 Common Units, representing 0.3% of the Common Units. Holdings is the record and beneficial owner of 1,029,900 Common Units, representing 3.6% of the Common Units. NRC is the record and beneficial owner of 59,844 Common Units, representing 0.2% of the Common Units. HRMC is the record and beneficial owner of 30,213 Common Units, representing 0.1% of the Common Units. No other Reporting Person directly owns any Common Units. |
(2) | In its capacity as the owner of 100% of the membership interests in HLL, HLS may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 10,807,615 Common Units, representing 38.1% of the Common Units. In its capacity as the owner of 100% of the |
(3) | The information set forth in Item 2 with respect to the Listed Persons is incorporated into this Item 5(a) by reference. |
(4) | The filing of this Schedule 13D shall not be construed as an admission by any Reporting Person or Listed Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person or Listed Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person or Listed Person. |
(5) | Except as set forth herein, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, the Listed Persons own beneficially, or have any right to acquire, directly or indirectly, any Common Units. |
(b) | The information set forth in Items 7 through 11 of the cover pages hereto and the information regarding the Listed Persons in Item 2 are incorporated herein by reference. The executive officers and members of the board of directors of (i) HollyFrontier who are identified in Item 2 hereof (and certain of whom are also members of the boards of managers of Navajo Pipeline GP, Navajo Pipeline LP, HLL, Holdings, NRC and HRMC), share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 12,127,515 Common Units owned by HollyFrontier, Navajo, HLL, Holdings, NRC and HRMC, subject to certain exceptions, (ii) Navajo Holdings who are identified in Item 2 hereof, share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 10,935,055 Common Units owned by Navajo and HLL, subject to certain exceptions, and (iii) HLS who are identified in Item 2 hereof, share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 10,807,615 Common Units owned by HLL, subject to certain exceptions. |
(c) | On August 1, 2012, each of Charles M. Darling, IV, William J. Gray, Jerry W. Pinkerton, P. Dean Ridenour, William P. Stengel and James G. Townsend received 1,126 restricted Common Units under the Issuer’s Long-Term Incentive Plan in consideration for their services as a member of the board of directors of HLS. Other than pursuant to the transaction contemplated by the Purchase Agreement as described in Item 3, and other than pursuant to the grant of restricted Common Units as described in this Item 5(c), none of the Reporting Persons, or to the Reporting Person’s knowledge, the Listed Persons has effected transactions in the Common |
Exhibit 99.3 | Amendment to Joint Filing Agreement among the parties regarding filing of Schedule 13D, dated as of the date hereof. |
August 3, 2012 | HOLLYFRONTIER CORPORATION | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
August 3, 2012 | HOLLYFRONTIER HOLDINGS LLC | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
August 3, 2012 | NAVAJO HOLDINGS, INC. | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
August 3, 2012 | NAVAJO PIPELINE GP, L.L.C. | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
August 3, 2012 | NAVAJO PIPELINE LP, L.L.C. | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
August 3, 2012 | NAVAJO PIPELINE CO., L.P. | |||||||
By: | Navajo Pipeline GP, L.L.C., | |||||||
Its general partner | ||||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
August 3, 2012 | HOLLY LOGISTIC SERVICES, L.L.C. | |||||||
By: | /s/ Bruce R. Shaw | |||||||
Name: | Bruce R. Shaw | |||||||
Title: | Senior Vice President and Chief Financial Officer |
August 3, 2012 | HOLLY LOGISTICS LIMITED LLC | |||||||
By: | Holly Logistic Services, L.L.C., | |||||||
Its sole member | ||||||||
By: | /s/ Bruce R. Shaw | |||||||
Name: | Bruce R. Shaw | |||||||
Title: | Senior Vice President and Chief Financial Officer |
August 3, 2012 | NAVAJO REFINING COMPANY, L.L.C. | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
August 3, 2012 | HOLLY REFINING & MARKETING COMPANY – WOODS CROSS LLC | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
Dated: August 3, 2012 | HOLLYFRONTIER CORPORATION | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
Dated: August 3, 2012 | HOLLYFRONTIER HOLDINGS LLC | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
Dated: August 3, 2012 | NAVAJO HOLDINGS, INC. | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
Dated: August 3, 2012 | NAVAJO PIPELINE GP, L.L.C. | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
Dated: August 3, 2012 | NAVAJO PIPELINE LP, L.L.C. | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
Dated: August 3, 2012 | NAVAJO PIPELINE CO., L.P. | |||||||
By: | Navajo Pipeline GP, L.L.C., | |||||||
Its general partner | ||||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
Dated: August 3, 2012 | HOLLY LOGISTIC SERVICES, L.L.C. | |||||||
By: | /s/ Bruce R. Shaw | |||||||
Name: | Bruce R. Shaw | |||||||
Title: | Senior Vice President and Chief Financial Officer |
Dated: August 3, 2012 | HOLLY LOGISTICS LIMITED LLC | |||||||
By: | Holly Logistic Services, L.L.C., | |||||||
Its sole member | ||||||||
By: | /s/ Bruce R. Shaw | |||||||
Name: | Bruce R. Shaw | |||||||
Title: | Senior Vice President and Chief Financial Officer |
Dated: August 3, 2012 | NAVAJO REFINING COMPANY, L.L.C. | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |
Dated: August 3, 2012 | HOLLY REFINING & MARKETING COMPANY – WOODS CROSS LLC | |||||||
By: | /s/ Michael C. Jennings | |||||||
Name: | Michael C. Jennings | |||||||
Title: | Chief Executive Officer and President |