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