0001209191-19-045278.txt : 20190809 0001209191-19-045278.hdr.sgml : 20190809 20190809113036 ACCESSION NUMBER: 0001209191-19-045278 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190730 FILED AS OF DATE: 20190809 DATE AS OF CHANGE: 20190809 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: 191011945 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 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: 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: 191011946 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 FORMER NAME: FORMER CONFORMED NAME: GIANT INDUSTRIES ARIZONA INC DATE OF NAME CHANGE: 19930923 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: 191011947 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, 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: 191011948 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 LLC CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011949 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 FORMER NAME: FORMER CONFORMED NAME: ANDEAVOR DATE OF NAME CHANGE: 20170801 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: MPLX Logistics Holdings LLC CENTRAL INDEX KEY: 0001551994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011950 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: MPC Investment LLC CENTRAL INDEX KEY: 0001560713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011951 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011952 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011953 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: MPLX LP CENTRAL INDEX KEY: 0001552000 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35143 FILM NUMBER: 191011954 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 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: 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 FORMER COMPANY: FORMER CONFORMED NAME: TESORO LOGISTICS LP DATE OF NAME CHANGE: 20101210 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-07-30 0 0001507615 ANDEAVOR LOGISTICS LP ANDX 0001552000 MPLX LP 200 E. HARDIN STREET FINDLAY OH 45840 1 0 1 0 0001510295 Marathon Petroleum Corp 539 SOUTH MAIN STREET FINDLAY OH 45840 1 0 1 0 0001551999 MPLX GP LLC 200 E. HARDIN STREET FINDLAY OH 45840 1 0 1 0 0001560713 MPC Investment LLC 539 SOUTH MAIN STREET FINDLAY OH 45840-3229 1 0 1 0 0001551994 MPLX Logistics Holdings LLC 200 E. HARDIN STREET FINDLAY OH 45840 0 0 0 1 Less than 10% owner 0000050104 ANDEAVOR LLC 539 SOUTH MAIN STREET FINDLAY OH 45840 0 0 1 0 0001339048 Western Refining, Inc. 539 SOUTH MAIN STREET FINDLAY OH 45840 0 0 1 0 0000856465 Giant Industries, Inc. 539 SOUTH MAIN STREET FINDLAY OH 45840 0 0 1 0 0000912517 Western Refining Southwest, Inc. 539 SOUTH MAIN STREET FINDLAY OH 45840 0 0 1 0 0001144853 TESORO REFINING & MARKETING Co LLC 539 SOUTH MAIN STREET FINDLAY OH 45840 0 0 0 1 Less than 10% owner Limited Partner Interest 1 D On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019, by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC ("TLGP"), MPLX GP LLC (the "General Partner") and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of MPLX. At the Effective Time, each common unit representing a limited partner interest in the Issuer was converted into the right to receive common units representing limited partner interests in MPLX at exchange ratios as set forth in the Merger Agreement. At the Effective Time, a limited partner interest in the Issuer which constitutes in the aggregate 100% of the aggregate partnership interest (as defined in Delaware Revised Uniform Limited Partnership Act, as amended) of all limited partners in the Issuer was issued to MPLX. Marathon Petroleum Corporation ("MPC") and certain of the other Reporting Persons may be deemed to beneficially own the limited partner interest of the Issuer owned by MPLX, but each disclaims beneficial ownership of such security except to the extent of each Reporting Person's pecuniary interest therein. This Form 3 is filed jointly by MPC, MPC Investment LLC ("MPCI"), the General Partner, MPLX, MPLX Logistics Holdings LLC ("Logistics"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI") and Tesoro Refining & Marketing Company LLC ("TRMC"). Tesoro Alaska Company LLC ("TAC") and TLGP are also members of the Reporting Group but, as described below, are filing a separate Form 3 related to same event as this Form 3. Following the Merger, MPCI, the General Partner, Logistics Holdings, WRSI and TLGP beneficially own approximately 63% of the common units representing limited partner interests in MPLX, and the General Partner owns the non-economic general partner interest in MPLX. MPCI, a direct wholly owned subsidiary of MPC, owns all of the membership interests in both the General Partner and Logistics Holdings. The General Partner is the general partner of MPLX. 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. WRSI, TAC and TRMC collectively own all of the membership interests in TLGP. Accordingly, MPCI, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC. This Form 3 is the first of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than ten Reporting Persons in the Reporting Group and the SEC's EDGAR filing system limits each Form 3 filing to a maximum of ten Reporting Persons. This Form 3 is jointly filed by MPC, MPCI, the General Partner, Logistics Holdings, MPLX, Andeavor LLC, WRI, GII, WRSI and TRMC. /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary of MPLX GP LLC, the General Partner of MPLX LP 2019-08-09 /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation 2019-08-09 /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, MPLX GP LLC 2019-08-09 /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, MPC Investment LLC 2019-08-09 /s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC 2019-08-09 s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC 2019-08-09 /s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc. 2019-08-09 /s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc. 2019-08-09 /s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc. 2019-08-09 /s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC 2019-08-09