0001209191-18-054167.txt : 20181003 0001209191-18-054167.hdr.sgml : 20181003 20181003213909 ACCESSION NUMBER: 0001209191-18-054167 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181003 DATE AS OF CHANGE: 20181003 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 181106825 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANDEAVOR CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 181106826 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 CORP /NEW/ DATE OF NAME CHANGE: 20041108 FORMER NAME: FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Refining, Inc. CENTRAL INDEX KEY: 0001339048 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 181106827 BUSINESS ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 BUSINESS PHONE: (915) 775-3488 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giant Industries, Inc. CENTRAL INDEX KEY: 0000856465 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 181106828 BUSINESS ADDRESS: STREET 1: 1250 W. WASHINGTON STREET, SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (602) 286-1401 MAIL ADDRESS: STREET 1: 1250 W. WASHINGTON STREET, SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER NAME: FORMER CONFORMED NAME: GIANT INDUSTRIES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Refining Southwest, Inc. CENTRAL INDEX KEY: 0000912517 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 181106829 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: GIANT INDUSTRIES ARIZONA INC DATE OF NAME CHANGE: 19930923 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 181106830 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 Alaska Pipeline Co LLC CENTRAL INDEX KEY: 0000911614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 181106831 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 LLC DATE OF NAME CHANGE: 20141007 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 Logistics GP, LLC CENTRAL INDEX KEY: 0001517724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 181106832 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 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: 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 COMPANY: FORMER CONFORMED NAME: TESORO LOGISTICS LP DATE OF NAME CHANGE: 20101210 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-10-01 0 0001507615 ANDEAVOR LOGISTICS LP ANDX 0001510295 Marathon Petroleum Corp 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 0000050104 ANDEAVOR 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 0001339048 Western Refining, Inc. 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 0000856465 Giant Industries, Inc. 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 0000912517 Western Refining Southwest, Inc. 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 0001144853 TESORO REFINING & MARKETING Co LLC 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 0000911614 Tesoro Alaska Pipeline Co LLC 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 0001517724 Tesoro Logistics GP, LLC 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 Common Units (Limited Partner Interests) 156173128 I See Footnotes (1)(2) This Form 3 is submitted jointly by Marathon Petroleum Corporation ("MPC"), Andeavor LLC (as successor by merger to Andeavor), Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), and Tesoro Logistics GP, LLC ("TLGP"). Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI. All of the membership interests in TLGP are held by TRMC, TAC, and WRSI. Accordingly, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC. The Common Units are held by TLGP (88,624,852) and WRSI (67,548,276). Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 29, 2018 (as amended, the "Merger Agreement"), by and among MPC, Andeavor, Mahi Inc. and Mahi LLC (n/k/a Andeavor LLC), Andeavor merged with and into Mahi Inc., with Andeavor surviving, and immediately following, Andeavor merged with and into Mahi LLC (n/k/a Andeavor LLC), with Mahi LLC (n/k/a Andeavor LLC) surviving the merger as a wholly owned subsidiary of MPC. MPC, Andeavor LLC, WRI, GII, TRMC and TAC each disclaims beneficial ownership of the Common Units of the Issuer except to the extent of its pecuniary interest therein. TLGP also owns the noneconomic general partner interest in the Issuer. MPC, Andeavor LLC, WRI, GII, WRSI, TRMC and TAC may be deemed to be the indirect beneficial owners of the noneconomic general partner interest in the Issuer, but each disclaims beneficial ownership except to the extent of its pecuniary interest. /s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, Marathon Petroleum Corporation 2018-10-03 /s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC 2018-10-03 /s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc. 2018-10-03 /s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc. 2018-10-03 /s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc. 2018-10-03 /s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC 2018-10-03 /s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC 2018-10-03 /s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, Tesoro Logistics GP, LLC 2018-10-03