8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2015

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-32940	85-0470977
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	19003 IH-10 West San Antonio, Texas 78257
	(Address of principal executive offices)
	(210) 918-2000
	(Registrant’s telephone number, including area code)
	Not applicable
	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01    Entry into a Material Definitive Agreement.

On July 19, 2006, NuStar GP Holdings, LLC (the “Company”) entered into a Rights Agreement with Computershare Investor Services, LLC (as amended by that certain Amendment No. 1 to the Rights Agreement, dated effective as of February 28, 2008, and that certain Amendment No. 2 to the Rights Agreement, dated effective as of October 23, 2012, the “Rights Agreement”).  Effective November 2, 2015, the Company entered into Amendment No. 3 to the Rights Agreement (“Amendment No. 3”) with Computershare Trust Company, N.A. (as successor Rights Agent), a copy of which is filed as Exhibit 4.01 to this Form 8-K and is incorporated herein by reference. 

Among other things, Amendment No. 3 amends a portion of the definition of “Exempt Person” to mean William E. Greehey (“Greehey”), unless he becomes the beneficial owner of any Company Securities (as defined in the Rights Agreement) other than (a) such number of units representing limited liability company interests in the Company (“Units”) which shall be less than 20% of the Units then outstanding (the “Greehey Direct Units”) plus (b) such number of additional Units owned by WLG Holdings, LLC (“WLG”), a Texas limited liability company (the “Additional Units”), which, together with the Greehey Direct Units, shall be less than 25% of the Units then outstanding; provided, that the Additional Units shall be subject to a Conditional Irrevocable Proxy (the “Proxy”) by WLG. In addition, Amendment No. 3 provides that a purchaser, assignee or transferee of Units or interests in WLG from an Exempt Person shall not thereby become an Exempt Person, except that a transferee from the estate of an Exempt Person who receives Units or interests in WLG as a bequest or inheritance from an Exempt Person shall be an Exempt Person so long as such person continues to be the beneficial owner of 15% or more of the then outstanding Units, and, in the case of interests in WLG, the Proxy remains in full force and effect.

Item 3.03    Material Modifications to Rights of Security Holders.

Item 1.01 of the Form 8-K is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number	Exhibit
Exhibit 4.01	Amendment No. 3 to Rights Agreement of NuStar GP Holdings, LLC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUSTAR GP HOLDINGS, LLC
Date: November 4, 2015	By:	/s/ Amy L. Perry
	Name:	Amy L. Perry
	Title:	Senior Vice President, General Counsel - Corporate & Commercial Law and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Exhibit
Exhibit 4.01	Amendment No. 3 to Rights Agreement of NuStar GP Holdings, LLC.

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EX-4.01

Exhibit 4.01

Amendment No. 3

to

Rights Agreement

of NuStar GP Holdings, LLC

(f/k/a Valero GP Holdings, LLC)

This Amendment No. 3 (this “Amendment”), to the Rights Agreement, dated as of July 19, 2006, between NuStar GP Holdings, LLC (f/k/a Valero GP Holdings, LLC), a Delaware limited liability company (the “Company”), and Computershare Trust Company, N.A., successor rights agent to Computershare Investor Services, LLC (the “Rights Agent”), as amended by that certain Amendment No. 1 to the Rights Agreement entered into effective as of February 28, 2008 and that certain Amendment No. 2 to the Rights Agreement entered into effective as of October 23, 2012 (as so amended, the “Rights Agreement”) is entered into effective as of November 2, 2015 (“Effective Date”) by and between the Company and the Rights Agent. Capitalized terms used but not defined herein are used as defined in the Rights Agreement.

RECITALS

WHEREAS, pursuant to and in compliance with Section 27 of the Rights Agreement, for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, amend any provision of the Rights Agreement without the approval of any holders of the Rights;

WHEREAS, the Company and the Rights Agent wish to amend the Rights Agreement as set forth herein;

WHEREAS, the Company deems it in the best interest of the Company to effect this Amendment in order to amend Section 1 of the Rights Agreement;

WHEREAS, the Company directs the Rights Agent to join in this Amendment;

NOW, THEREFORE, in light of the foregoing, it is hereby agreed as follows:

AMENDMENT

1.Section 1 of the Rights Agreement shall be amended to amend and restate the definition of “Exempt Person” in its entirety as follows:

“ “Exempt Person” shall mean:

(i) William E. Greehey, unless such Person shall become the Beneficial Owner of any Company Securities other than (a) such number of Units which shall be less than 20% of the Units of the Company then outstanding (the “Greehey Direct Units”), plus (b) such number of additional Units owned by WLG Holdings, LLC, a Texas limited liability company, which, together with the Greehey Direct Units, shall be less than 25% of the Units of the Company then outstanding; provided, that in the case of (b) the Conditional

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Irrevocable Proxy by WLG Holdings, LLC, a Texas limited liability company, dated October 30, 2015 (the “Conditional Irrevocable Proxy”), remains in full force and effect; and

(ii) Neuberger Berman Group LLC, unless such Person shall become the Beneficial Owner of any Company Securities other than (x) 6,208,544 Units (appropriately adjusted for any unit split, reverse unit split or distribution) beneficially owned on June 30, 2012 (the “NBG Original Units”), plus (y) such number of additional Units (appropriately adjusted for any unit split, reverse unit split or distribution) which, together with the NBG Original Units, shall be less than 17.5% of the Units of the Company then outstanding.

A purchaser, assignee or transferee of Units or interests in WLG Holdings, LLC, a Texas limited liability company, from an Exempt Person shall not thereby become an Exempt Person, except that a transferee from the estate of an Exempt Person who receives Units or interests in WLG Holdings, LLC, a Texas limited liability company, as a bequest or inheritance from an Exempt Person shall be an Exempt Person so long as such Person continues to be the Beneficial Owner of 15% or more of the then outstanding Units, and, in the case of interests in WLG Holdings, LLC, a Texas limited liability company, the Conditional Irrevocable Proxy remains in full force and effect.”

2.This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

3.Except as hereby amended, the Rights Agreement shall remain in full force and effect.

4.This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware.

5.Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the Effective Date.

NUSTAR GP HOLDINGS, LLC

By:     __/s/ Amy L. Perry______________________

Name: Amy L. Perry

Title: Senior Vice President, General Counsel—Corporate & Commercial Law and

Corporate Secretary

COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent

By:     /s/ David L. Adamson

Name: David L. Adamson

Title: Vice President

Date: 11/2/2015_____________________________

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