0000899243-16-023701.txt : 20160627 0000899243-16-023701.hdr.sgml : 20160627 20160627210511 ACCESSION NUMBER: 0000899243-16-023701 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160623 FILED AS OF DATE: 20160627 DATE AS OF CHANGE: 20160627 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Northern Tier Energy LP CENTRAL INDEX KEY: 0001533454 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 800763623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1250 W. WASHINGTON STREET STREET 2: SUITE 300 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (602) 302-5450 MAIL ADDRESS: STREET 1: 1250 W. WASHINGTON STREET STREET 2: SUITE 300 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: Northern Tier Energy, Inc. DATE OF NAME CHANGE: 20111025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foster Paul L CENTRAL INDEX KEY: 0001349213 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35612 FILM NUMBER: 161734556 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-06-23 0 0001533454 Northern Tier Energy LP NTI 0001349213 Foster Paul L C/O NORTHERN TIER ENERGY LP 1250 W WASHINGTON ST, SUITE 300 TEMPE AZ 85281 1 0 0 0 Common Units 2016-06-23 4 M 0 4202 A 13177 D Common Units 2016-06-23 4 D 0 13177 D 0 D Phantom Units 2016-06-23 4 M 0 4202 0.00 D Common Units 4202 0 D The transaction reported occurred in connection with the merger of the Issuer with a wholly-owned subsidiary of Western Refining, Inc. ("WNR"), effective June 23, 2016. On June 23, 2016, the last trading day for the common units of the Issuer, the closing price of the common units of the Issuer was $21.15 per unit and the closing price of WNR's common stock was $20.25. Each common unit of the Issuer (except for the vested phantom units discussed in Note 2, which received the Mixed Consideration) held by the reporting person was converted into the right to receive, at his election but subject to proration, (i) $15.00 in cash without interest and 0.2986 of a share of WNR common stock (the "Mixed Consideration"), (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock. The time-based phantom units of the Issuer held by the reporting person vested immediately prior to the effective time of the merger and were converted into the right to receive the Mixed Consideration, as set forth in the merger agreement between the Issuer, WNR and various of their respective subsidiaries. /s/ Paul L. Foster 2016-06-27