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