| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TESORO LOGISTICS LP [ TLLP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common units representing limited partner interests | 05/16/2014 | C | 15,254,890 | A | (3) | 19,110,714 | D(1)(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subordinated units representing limited partner interests | (3) | 05/16/2014 | C | 15,254,890 | (3) | (3) | Common units representing limited partner interests | 15,254,890 | (3) | 0 | D(1)(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Tesoro Corporation ("Tesoro"), Tesoro Logistics GP, LLC (the "General Partner"), Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Alaska Company ("Tesoro Alaska"). The General Partner owns a 2% general partner interest in the Issuer. Tesoro and TRMC collectively own 100% of the membership interests in the General Partner (Tesoro: 4%, TRMC: 96%). Tesoro owns 100% of the securities of each TRMC and Tesoro Alaska. Tesoro and TRMC may be deemed to beneficially own the securities of the Issuer held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| 2. (Continued from Footnote 1) Following the transactions reported on this Form 4, Tesoro directly owns 6,920,734 common units representing limited partner interests in the Issuer ("Common Units"), the General Partner directly owns 3,550,934 Common Units, TRMC directly owns 8,067,981 Common Units and Tesoro Alaska directly owns 571,065 Common Units. |
| 3. All 15,254,890 issued and outstanding subordinated units representing limited partner interests in the Issuer were converted into Common Units on a one-for-one basis, effective May 16, 2014, upon the expiration of the subordination period as set forth in the Issuer's First Amended and Restated Agreement of Limited Partnership. |
| Remarks: |
| /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Corporation | 05/20/2014 | |
| /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President and Secretary, Tesoro Refining & Marketing Company LLC | 05/20/2014 | |
| /s/ Charles S. Parrish, Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Alaska Company | 05/20/2014 | |
| /s/ Charles S. Parrish, Charles S. Parrish, Vice President, General Counsel and Secretary, Tesoro Logistics GP, LLC | 05/20/2014 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||