SEC Form 4
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*
HollyFrontier Corp

(Last) (First) (Middle)
2828 N. HARWOOD, SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOLLY ENERGY PARTNERS LP [ HEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
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 10/31/2017 J 37,250,000 A (1) 59,485,024(1)(2)(3) I See Footnotes(1)(2)(3)
Common Units 145,006 D
General Partner Interest 10/31/2017 J 0.02(1) D (1) 0 I See Footnotes(1)(2)(3)
Incentive Distribution Rights 10/31/2017 J 1(1) D (1) 0 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
HollyFrontier Corp

(Last) (First) (Middle)
2828 N. HARWOOD, SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
1. Name and Address of Reporting Person*
HollyFrontier Holdings LLC

(Last) (First) (Middle)
2828 N. HARWOOD, SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
1. Name and Address of Reporting Person*
Navajo Pipeline Co., L.P.

(Last) (First) (Middle)
2828 N. HARWOOD
SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
1. Name and Address of Reporting Person*
Holly Logistics Ltd LLC

(Last) (First) (Middle)
2828 N. HARWOOD, SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
1. Name and Address of Reporting Person*
Navajo Refining Company, L.L.C.

(Last) (First) (Middle)
2828 N. HARWOOD, SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
1. Name and Address of Reporting Person*
Holly Refining & Marketing Co - Woods Cross LLC

(Last) (First) (Middle)
2828 N. HARWOOD, SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
1. Name and Address of Reporting Person*
HEP Logistics Holdings, L.P.

(Last) (First) (Middle)
2828 N. HARWOOD, SUITE 1300

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
Explanation of Responses:
1. On October 31, 2017, HEP Logistics Holdings, L.P. ("HEP GP") acquired 37,250,000 Common Units of the Issuer. Immediately prior to such acquisition of Common Units, HEP GP held (i) zero Common Units of the Issuer, (ii) a 2% General Partner Interest in the Issuer and (iii) all of the Issuer's Incentive Distribution Rights. The General Partner Interest and Incentive Distribution Rights were cancelled in exchange for the issuance of the 37,250,000 Common Units.
2. As of October 31, 2017, for purposes of Section 13(d) of the Exchange Act, HEP GP is a new "group" member of the reporting group consisting of HollyFrontier Corporation ("HollyFrontier"), HollyFrontier Holdings LLC ("Holdings"), Navajo Pipeline Co., L.P. ("Navajo"), Holly Logistics Limited LLC ("Logistics"), HollyFrontier Navajo Refining LLC ("NRC"), HollyFrontier Woods Cross Refining LLC ("HRWC") and HEP GP.
3. The joint filers are jointly filing this Form 4 and information regarding the joint filers is available on this Form 4. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Richard L. Voliva III, EVP and CFO 11/02/2017
/s/ Richard L. Voliva III, EVP and CFO 11/02/2017
/s/ Richard L. Voliva III, EVP and CFO 11/02/2017
By: Holly Logistic Services, L.L.C., its sole member /s/ Richard L. Voliva III, EVP and CFO 11/02/2017
/s/ Richard L. Voliva III, EVP and CFO 11/02/2017
/s/ Richard L. Voliva III, EVP and CFO 11/02/2017
By: Holly Logistic Services, L.L.C., its general partner /s/ Richard L. Voliva III, EVP and CFO 11/02/2017
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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