1 | NAMES OF REPORTING PERSONS Marathon Petroleum Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 27-1284632 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 156,173,128 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 156,173,128 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,173,128 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.6%1 | ||
14 | TYPE OF REPORTING PERSON HC; CO |
1. | Based upon approximately 245,484,047 Common Units representing limited partner interests (“Common Units”) of the Issuer issued and outstanding as of October 11, 2018, with such figure provided to the Reporting Persons by the Issuer. |
1 | NAMES OF REPORTING PERSONS Andeavor LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 38-4084986 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 156,173,128 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 156,173,128 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,173,128 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.6%1 | ||
14 | TYPE OF REPORTING PERSON OO |
1. | Based upon approximately 245,484,047 Common Units issued and outstanding as of October 11, 2018, with such figure provided to the Reporting Persons by the Issuer. |
1 | NAMES OF REPORTING PERSONS Western Refining, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-3472415 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 156,173,128 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 156,173,128 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,173,128 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.6%1 | ||
14 | TYPE OF REPORTING PERSON CO |
1. | Based upon approximately 245,484,047 Common Units issued and outstanding as of October 11, 2018, with such figure provided to the Reporting Persons by the Issuer. |
1 | NAMES OF REPORTING PERSONS Giant Industries, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 86-0642718 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 156,173,128 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 156,173,128 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,173,128 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.6%1 | ||
14 | TYPE OF REPORTING PERSON CO |
1. | Based upon approximately 245,484,047 Common Units issued and outstanding as of October 11, 2018, with such figure provided to the Reporting Persons by the Issuer. |
1 | NAMES OF REPORTING PERSONS Western Refining Southwest, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 86-0218157 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Arizona | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 156,173,128 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 156,173,128 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,173,128 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.6%1 | ||
14 | TYPE OF REPORTING PERSON CO |
1. | Based upon approximately 245,484,047 Common Units issued and outstanding as of October 11, 2018, with such figure provided to the Reporting Persons by the Issuer. |
1 | NAMES OF REPORTING PERSONS Tesoro Refining & Marketing Company LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 76-0489496 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 88,624,852 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 88,624,852 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,624,852 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.1%1 | ||
14 | TYPE OF REPORTING PERSON OO |
1. | Based upon approximately 245,484,047 Common Units issued and outstanding as of October 11, 2018, with such figure provided to the Reporting Persons by the Issuer. |
1 | NAMES OF REPORTING PERSONS Tesoro Alaska Company LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 74-1646130 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 88,624,852 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 88,624,852 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,624,852 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.1%1 | ||
14 | TYPE OF REPORTING PERSON OO |
1. | Based upon approximately 245,484,047 Common Units issued and outstanding as of October 11, 2018, with such figure provided to the Reporting Persons by the Issuer. |
1 | NAMES OF REPORTING PERSONS Tesoro Logistics GP, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 27-4151395 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 88,624,852 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 88,624,852 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,624,852 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.1%1 | ||
14 | TYPE OF REPORTING PERSON OO |
1. | Based upon approximately 245,484,047 Common Units of the Issuer issued and outstanding as of October 11, 2018, with such figure provided to the Reporting Persons by the Issuer. |
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of the Transaction |
Item 5. | Interest in Securities of the Issuer |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 7. | Materials to be Filed as Exhibits |
Exhibit No. | Description | ||
MARATHON PETROLEUM CORPORATION | WESTERN REFINING SOUTHWEST, INC. | |||||
By: | /s/ Molly R. Benson | By: | /s/ Molly R. Benson | |||
Name: | Molly R. Benson | Name: | Molly R. Benson | |||
Title: | Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary | Title: | Vice President and Secretary |
ANDEAVOR LLC | TESORO REFINING & MARKETING COMPANY LLC | |||||
By: | /s/ Molly R. Benson | By: | /s/ Molly R. Benson | |||
Name: | Molly R. Benson | Name: | Molly R. Benson | |||
Title: | Vice President and Secretary | Title: | Vice President and Secretary |
WESTERN REFINING, INC. | TESORO ALASKA COMPANY LLC | |||||
By: | /s/ Molly R. Benson | By: | /s/ Molly R. Benson | |||
Name: | Molly R. Benson | Name: | Molly R. Benson | |||
Title: | Vice President and Secretary | Title: | Vice President and Secretary |
GIANT INDUSTRIES, INC. | TESORO LOGISTICS GP, LLC | |||||
By: | /s/ Molly R. Benson | By: | /s/ Molly R. Benson | |||
Name: | Molly R. Benson | Name: | Molly R. Benson | |||
Title: | Vice President and Secretary | Title: | Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary |
Marathon Petroleum Corporation | ||||||
Name, Title | Principal Occupation | Citizenship | Transactions in Last 60 Days | |||
Directors | ||||||
Gary R. Heminger | Chairman and Chief Executive Officer Marathon Petroleum Corporation | U.S. | — | |||
Abdulaziz F. Alkhayyal | Retired Senior Vice President, Industrial Relations Saudi Aramco | Saudi Arabia | — | |||
Evan Bayh | Senior Advisor, Apollo Global Management | U.S. | — | |||
Charles E. Bunch | Retired Chairman of the Board and CEO PPG Industries, Inc. | U.S. | — | |||
Steven A. Davis | Former Chairman and Chief Executive Officer Bob Evans Farms, Inc. | U.S. | 118.021 | |||
Edward G. Galante | Former Senior Vice President and Member of the Management Committee of ExxonMobil Corporation | U.S. | — | |||
Gregory J. Goff | Executive Vice Chairman Marathon Petroleum Corporation | U.S. | — | |||
James E. Rohr | Retired Chairman and Chief Executive Officer The PNC Financial Services Group, Inc. | U.S. | — | |||
Kim K.W. Rucker | Former Executive Vice President, General Counsel and Secretary of Andeavor | U.S. | — | |||
J. Michael Stice | Dean, Mewbourne College of Earth & Energy University of Oklahoma | U.S. | — | |||
John P. Surma | Retired Chairman and Chief Executive Officer United States Steel Corporation | U.S. | — | |||
Susan Tomasky | Former President of AEP Transmission, a business division of American Electric Power Co. | U.S. | — | |||
Executive Officers | ||||||
Gary R. Heminger | Chairman and Chief Executive Officer | U.S. | — | |||
Raymond L. Brooks | Executive Vice President, Refining | U.S. | — | |||
Suzanne Gagle | General Counsel | U.S. | — | |||
Gregory J. Goff | Executive Vice Chairman | U.S. | — | |||
Timothy T. Griffith | Senior Vice President and Chief Financial Officer | U.S. | — | |||
Thomas Kaczynski | Vice President, Finance and Treasurer | U.S. | — | |||
Anthony R. Kenney | President, Speedway LLC | U.S. | — | |||
C. Michael Palmer | Executive Vice President | U.S. | — | |||
John J. Quaid | Vice President and Controller | U.S. | — | |||
Donald C. Templin | President, Refining, Marketing and Supply | U.S | — |
(1) | Common Units acquired on August 14, 2018 pursuant to a distribution reinvestment feature within a brokerage account. |
MARATHON PETROLEUM CORPORATION | WESTERN REFINING SOUTHWEST, INC. | |||||
By: | /s/ Molly R. Benson | By: | /s/ Molly R. Benson | |||
Name: | Molly R. Benson | Name: | Molly R. Benson | |||
Title: | Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary | Title: | Vice President and Secretary |
ANDEAVOR LLC | TESORO REFINING & MARKETING COMPANY LLC | |||||
By: | /s/ Molly R. Benson | By: | /s/ Molly R. Benson | |||
Name: | Molly R. Benson | Name: | Molly R. Benson | |||
Title: | Vice President and Secretary | Title: | Vice President and Secretary |
WESTERN REFINING, INC. | TESORO ALASKA COMPANY LLC | |||||
By: | /s/ Molly R. Benson | By: | /s/ Molly R. Benson | |||
Name: | Molly R. Benson | Name: | Molly R. Benson | |||
Title: | Vice President and Secretary | Title: | Vice President and Secretary |
GIANT INDUSTRIES, INC. | TESORO LOGISTICS GP, LLC | |||||
By: | /s/ Molly R. Benson | By: | /s/ Molly R. Benson | |||
Name: | Molly R. Benson | Name: | Molly R. Benson | |||
Title: | Vice President and Secretary | Title: | Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary |