0001209191-17-051191.txt : 20170905
0001209191-17-051191.hdr.sgml : 20170905
20170905134018
ACCESSION NUMBER: 0001209191-17-051191
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170901
FILED AS OF DATE: 20170905
DATE AS OF CHANGE: 20170905
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: 171068179
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: 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: 171068178
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: 171068176
BUSINESS ADDRESS:
STREET 1: 539 SOUTH MAIN STREET
CITY: FINDLAY
STATE: OH
ZIP: 45840
BUSINESS PHONE: 419-421-2159
MAIL ADDRESS:
STREET 1: 539 SOUTH MAIN 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: 171068177
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: 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: 171068180
BUSINESS ADDRESS:
STREET 1: 539 SOUTH MAIN STREET
CITY: FINDLAY
STATE: OH
ZIP: 45840-3229
BUSINESS PHONE: 419-421-2159
MAIL ADDRESS:
STREET 1: 539 SOUTH MAIN STREET
CITY: FINDLAY
STATE: OH
ZIP: 45840-3229
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-09-01
0
0001552000
MPLX LP
MPLX
0001510295
Marathon Petroleum Corp
539 S. MAIN STREET
FINDLAY
OH
45840
1
0
1
0
0001560713
MPC Investment LLC
539 S. MAIN STREET
FINDLAY
OH
45840
1
0
1
0
0001551999
MPLX GP LLC
200 E. HARDIN STREET
FINDLAY
OH
45840
1
0
0
0
0001551994
MPLX Logistics Holdings LLC
200 E. HARDIN STREET
FINDLAY
OH
45840
1
0
1
0
0001683291
MPLX Holdings Inc.
539 S. MAIN ST.
FINDLAY
OH
45840
1
0
0
0
Common Units (Limited Partner Interests)
2017-09-01
4
A
0
18511134
A
118090823
I
See Footnotes
This Form 4 is filed jointly by Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPCI"), MPLX GP LLC (the "GP"), MPLX Logistics Holdings LLC ("Logistics") and MPLX Holdings Inc. ("Holdings"). MPCI, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in both the GP and Logistics and all of the shares of stock of Holdings. Accordingly, the GP, Logistics and Holdings are all indirect wholly-owned subsidiaries of MPC.
Pursuant to the Membership Interests and Shares Contributions Agreement among the Issuer, Logistics, Holdings, the GP and MPCI, on 9/1/2017, MPCI agreed to contribute: the membership interests of Lincoln Pipeline LLC, which holds a 35% interest in Illinois Extension Pipeline Company, L.L.C.; the membership interests of MPL Louisiana Holdings LLC, which holds a 40.7% interest in LOOP LLC; a 58.52% interest in LOCAP LLC; and a 24.51% interest in Explorer Pipeline Company, to the Issuer for $420 million in cash and equity consideration valued at $630 million, consisting of: (i) 13,719,017 common units issued to the GP, (ii) 3,350,893 common units issued to Logistics, (iii) 1,441,224 common units issued to Holdings and (iv) 377,778 general partner units issued to the GP. The units issued were calculated by dividing $630 million by $33.3529, the simple average of the 10 day trading volume weighted average price of a common unit for the 10 trading days ending 8/31/2017.
The GP directly owns 8,306,911 general partner units, representing its 2% general partner interest in the Issuer. MPCI owns all of the membership interest in the GP and MPC owns all of the membership interest in MPCI. Accordingly, MPC and MPCI both may be deemed to indirectly beneficially own the securities of the Issuer directly held by the GP, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
/s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, Marathon Petroleum Corporation
2017-09-05
/s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, MPC Investment LLC
2017-09-05
/s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, MPLX GP LLC
2017-09-05
/s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC
2017-09-05
/s/ Molly R. Benson, Director and Secretary, MPLX Holdings Inc.
2017-09-05