0001209191-19-044117.txt : 20190801
0001209191-19-044117.hdr.sgml : 20190801
20190801191228
ACCESSION NUMBER: 0001209191-19-044117
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190730
FILED AS OF DATE: 20190801
DATE AS OF CHANGE: 20190801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sorensen Don J
CENTRAL INDEX KEY: 0001632144
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35143
FILM NUMBER: 19994051
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ANDEAVOR LOGISTICS LP
CENTRAL INDEX KEY: 0001507615
STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610]
IRS NUMBER: 274151603
STATE OF INCORPORATION: DE
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
FORMER COMPANY:
FORMER CONFORMED NAME: TESORO LOGISTICS LP
DATE OF NAME CHANGE: 20101210
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-07-30
1
0001507615
ANDEAVOR LOGISTICS LP
ANDX
0001632144
Sorensen Don J
C/O ANDEAVOR LOGISTICS LP
200 E. HARDIN STREET
FINDLAY
OH
45840
0
1
0
0
President
Common Units (Limited Partner Interests)
2019-07-30
4
D
0
37160
D
0
D
On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019 (the "Merger Agreement"), by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC, MPLX GP LLC and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of MPLX.
Pursuant to the Merger Agreement, at the Effective Time, each common unit representing a limited partner interest in the Issuer held by the Reporting Person was converted into the right to receive 1.135 common units (the "Public Unitholder Exchange Ratio") representing limited partner interests in MPLX. The closing price of common units representing limited partner interests in MPLX on July 29, 2019, which was the last complete trading day prior to the Effective Time, was $28.51 as reported on the New York Stock Exchange.
Pursuant to the Merger Agreement, each phantom unit of the Issuer held by the Reporting Person was converted, at the Effective Time, into a phantom unit denominated in common units representing limited partner interests in MPLX (each, a "Converted MPLX Phantom Unit"), with the number of such common units subject to each Converted MPLX Phantom Unit equal to the product of (x) the number of common units representing a limited partner interest of the Issuer subject to such phantom units of the Issuer held by the Reporting Person immediately prior to Effective Time multiplied by (y) the Public Unitholder Exchange Ratio (such conversion, the "Phantom Unit Conversion"). As a result of the Phantom Unit Conversion, the Reporting Person received 31,257 phantom units in respect of common units representing limited partner interests of MPLX.
The Reporting Person was President of Tesoro Logistics GP, LLC, the general partner of the Issuer. Until the Effective Time, the Issuer was managed by the directors and executive officers of Tesoro Logistics GP, LLC.
/s/ Molly R. Benson, Attorney-in-Fact for Don J. Sorensen
2019-08-01