0000899243-15-008107.txt : 20151113
0000899243-15-008107.hdr.sgml : 20151113
20151113121359
ACCESSION NUMBER: 0000899243-15-008107
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151112
FILED AS OF DATE: 20151113
DATE AS OF CHANGE: 20151113
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TESORO 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: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
BUSINESS PHONE: 210-626-6000
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TESORO CORP /NEW/
CENTRAL INDEX KEY: 0000050104
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: 001-35143
FILM NUMBER: 151227922
BUSINESS ADDRESS:
STREET 1: 19100 RIDGEWOOD PKWY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259-1828
BUSINESS PHONE: 210 626-6000
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PKWY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259-1828
FORMER NAME:
FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TESORO ALASKA Co LLC
CENTRAL INDEX KEY: 0000911614
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35143
FILM NUMBER: 151227920
BUSINESS ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
BUSINESS PHONE: 210-626-6000
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
FORMER NAME:
FORMER CONFORMED NAME: TESORO ALASKA CO
DATE OF NAME CHANGE: 20010716
FORMER NAME:
FORMER CONFORMED NAME: TESORO ALASKA PETROLEUM CO
DATE OF NAME CHANGE: 19930903
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TESORO REFINING & MARKETING Co LLC
CENTRAL INDEX KEY: 0001144853
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35143
FILM NUMBER: 151227921
BUSINESS ADDRESS:
STREET 1: 3450 S. 34TH WAY
STREET 2: SUITE 100
CITY: AUBURN
STATE: WA
ZIP: 98001
BUSINESS PHONE: 2106264837
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
FORMER NAME:
FORMER CONFORMED NAME: TESORO REFINING & MARKETING CO
DATE OF NAME CHANGE: 20020107
FORMER NAME:
FORMER CONFORMED NAME: TESORO WEST COAST CO
DATE OF NAME CHANGE: 20010712
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tesoro Logistics GP, LLC
CENTRAL INDEX KEY: 0001517724
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35143
FILM NUMBER: 151227919
BUSINESS ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
BUSINESS PHONE: 210-626-6000
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-11-12
0
0001507615
TESORO LOGISTICS LP
TLLP
0000050104
TESORO CORP /NEW/
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259-1828
1
0
1
0
0001144853
TESORO REFINING & MARKETING Co LLC
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259-1828
1
0
1
0
0000911614
TESORO ALASKA Co LLC
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259-1828
1
0
1
0
0001517724
Tesoro Logistics GP, LLC
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259-1828
1
0
1
0
Common units representing limited partnership interests
2015-11-12
4
A
0
4263367
A
32445115
D
Pursuant to the Contribution, Conveyance and Assumption Agreement dated November 12, 2015 among the Issuer, Tesoro Logistics GP, LLC (the "General Partner"), Tesoro Corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC ("TRMC"), Carson Cogeneration Company ("Carson Cogen") and other parties thereto, (a) the General Partner agreed to contribute certain assets to the Issuer in exchange for 4,112,346 common units representing limited partner interests in the Issuer ("Common Units"), approximately $250 million in cash and 269,067 general partner units necessary to restore and maintain its 2% general partner interest in the Issuer and (b) Carson Cogen agreed to contribute certain assets to the Issuer in exchange for 151,021 Common Units.
This Form 4 is filed jointly by Tesoro, the General Partner, TRMC and Tesoro Alaska. The General Partner owns a 2% general partner interest in the Issuer. Tesoro, Tesoro Alaska and TRMC collectively own 100% of the membership interests in the General Partner (Tesoro: 4%, Tesoro Alaska: 0.5%, and TRMC: 95.5%). Tesoro owns 100% of the securities of each of TRMC and Tesoro Alaska. Tesoro, Tesoro Alaska and TRMC may be deemed to beneficially own the securities of the Issuer held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Following the transactions reported on this Form 4, Tesoro directly owns 15,620,925 Common Units, the General Partner directly owns 8,034,123 Common Units, Tesoro Alaska directly owns 571,065 Common Units and TRMC directly owns 8,067,981 Common Units and indirectly owns 151,021 Common Units through its wholly-owned subsidiary Carson Cogen.
/s/ Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Corporation
2015-11-12
/s/ Charles S. Parrish, Executive Vice President and Secretary, Tesoro Refining & Marketing Company LLC
2015-11-12
/s/ Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Alaska Company
2015-11-12
/s/ Charles S. Parrish, Vice President, General Counsel and Secretary, Tesoro Logistics GP, LLC
2015-11-12