0001209191-16-140304.txt : 20160906 0001209191-16-140304.hdr.sgml : 20160906 20160906201707 ACCESSION NUMBER: 0001209191-16-140304 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160901 FILED AS OF DATE: 20160906 DATE AS OF CHANGE: 20160906 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MPLX LP CENTRAL INDEX KEY: 0001552000 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 270005456 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: (419) 421-2159 MAIL ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPLX GP LLC CENTRAL INDEX KEY: 0001551999 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35714 FILM NUMBER: 161871998 BUSINESS ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: (419) 421-2159 MAIL ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPLX Logistics Holdings LLC CENTRAL INDEX KEY: 0001551994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35714 FILM NUMBER: 161871999 BUSINESS ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: (419) 421-2159 MAIL ADDRESS: STREET 1: 200 E. HARDIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPLX Holdings Inc. CENTRAL INDEX KEY: 0001683291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35714 FILM NUMBER: 161872000 BUSINESS ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 419-421-2414 MAIL ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPC Investment LLC CENTRAL INDEX KEY: 0001560713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35714 FILM NUMBER: 161872001 BUSINESS ADDRESS: STREET 1: 539 S. MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: (419) 421-2159 MAIL ADDRESS: STREET 1: 539 S. MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARKWEST HYDROCARBON L.L.C. CENTRAL INDEX KEY: 0001019756 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35714 FILM NUMBER: 161872002 BUSINESS ADDRESS: STREET 1: 1515 ARAPAHOE STREET, TOWER 2, SUITE 700 CITY: DENVER STATE: CO ZIP: 80202-2126 BUSINESS PHONE: 419-421-2159 MAIL ADDRESS: STREET 1: 1515 ARAPAHOE STREET, TOWER 2, SUITE 700 CITY: DENVER STATE: CO ZIP: 80202-2126 FORMER NAME: FORMER CONFORMED NAME: MARKWEST HYDROCARBON INC DATE OF NAME CHANGE: 19960725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marathon Petroleum Corp CENTRAL INDEX KEY: 0001510295 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35714 FILM NUMBER: 161872003 BUSINESS ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 BUSINESS PHONE: 419-422-2121 MAIL ADDRESS: STREET 1: 539 SOUTH MAIN STREET CITY: FINDLAY STATE: OH ZIP: 45840-3229 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-01 0 0001552000 MPLX LP MPLX 0001510295 Marathon Petroleum Corp 539 S. MAIN STREET FINDLAY OH 45840 1 0 1 0 0001019756 MARKWEST HYDROCARBON L.L.C. 1515 ARAPAHOE STREET TOWER 1, SUITE 1600 DENVER CO 80202 1 0 1 0 0001560713 MPC Investment LLC 539 S. MAIN STREET FINDLAY OH 45840 1 0 1 0 0001683291 MPLX Holdings Inc. 539 S. MAIN ST. FINDLAY OH 45840 1 0 1 0 0001551994 MPLX Logistics Holdings LLC 200 E. HARDIN STREET FINDLAY OH 45840 1 0 1 0 0001551999 MPLX GP LLC 200 E. HARDIN STREET FINDLAY OH 45840 1 0 1 0 Common Units (Limited Partner Interests) 2016-09-01 4 D 0 21401137 D 58064999 I See Footnotes Common Units (Limited Partner Interests) 2016-09-02 4 A 0 28554314 A 86619313 I See Footnotes Pursuant to a Master Reorganization Agreement effective September 1, 2016 by and among MPLX Holdings Inc. ("Holdings"), MarkWest Energy Partners, L.P. ("MarkWest"), MWE GP LLC ("MWE GP"), MPLX LP ("MPLX"), MPLX GP LLC ("the "General Partner"), MPC Investment LLC ("MPC Investment"), MPLX Logistics Holdings LLC ("Logistics Holdings") and MarkWest Hydrocarbon, L.L.C. ("Hydrocarbon"), MPLX transferred 980 shares of Holdings common stock to Logistics Holdings in exchange for 21,401,137 common units held by Logistics Holdings. This Form 4 is filed jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment, the General Partner, Logistics Holdings, Holdings and Hydrocarbon. MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests or stock in the General Partner, Logistics Holdings and Holdings. Holdings owned all of the membership interests in Hydrocarbon as of September 2, 2016. Accordingly, the General Partner, Logistics Holdings and Holdings are all indirect wholly-owned subsidiaries of MPC, and Hydrocarbon was an indirect wholly-owned subsidiary of MPC as of September 2, 2016. The General Partner directly owns 7,193,467 general partner units, representing a 2% general partner interest in the Issuer. MPC Investment owns all of the membership interests or stock in the General Partner, Logistics Holdings and Holdings and MPC owns all of the membership interests in MPC Investment. Holdings owned all of the membership interests in Hydrocarbon as of September 2, 2016. Accordingly, MPC and MPC Investment both may be deemed to have indirectly beneficially owned the securities of the Issuer directly held by the General Partner, Logistics Holdings, Holdings and Hydrocarbon but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. The General Partner directly owns 7,193,467 general partner units, representing its 2% general partner interest in the Issuer. Pursuant to a Master Reorganization Agreement effective September 1, 2016 by and among Holdings, MarkWest, MWE GP, MPLX, the General Partner, MPC Investment, Logistics Holdings and Hydrocarbon, all issued and outstanding Class A Units representing limited partner interests of MPLX were exchanged for newly created and issued common units representing limited partner interests of MPLX on a one-to-one conversion, eliminating all issued and outstanding Class A Units representing limited partner interests of MPLX. /s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, Marathon Petroleum Corporation 2016-09-06 /s/ Director and Secretary of the Member of MarkWest Hydrocarbon, L.L.C., MPLX Holdings Inc. 2016-09-06 /s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, MPC Investment LLC 2016-09-06 /s/ Molly R. Benson, Director and Secretary, MPLX Holdings Inc. 2016-09-06 /s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC 2016-09-06 /s/ Molly R. Benson, Vice President and Corporate Secretary, MPLX GP LLC 2016-09-06