8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2016

Par Pacific Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-36550	84-1060803
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Gessner Road, Suite 875 Houston, Texas	77024
(Address of principal executive offices)	(Zip Code)

(281) 899-4800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 8.01 Other Events

On September 22, 2016, Par Pacific Holdings, Inc. (the “Company”) announced the closing of its previously announced registered rights offering (the “Rights Offering”). Subscription rights to purchase 4,075,220 shares of the Company’s common stock were exercised, which represented the maximum number of common shares available in the Rights Offering. The Rights Offering resulted in gross proceeds, before expenses, to the Company of approximately $49.9 million. The Company used the net proceeds from the rights offering to repay all accrued and unpaid interest and a portion of the outstanding principal amount on its 2.5% convertible subordinated bridge notes. The remaining outstanding aggregate principal amount on the bridge notes was mandatorily converted into shares of common stock based on a conversion price of $12.25 per share.

The news release announcing the closing of the Rights Offering is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1    News Release dated September 22, 2016.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Par Pacific Holdings, Inc.
Dated: September 22, 2016	/s/ J. Matthew Vaughn
	J. Matthew Vaughn Senior Vice President and General Counsel

3

EX-99.1

NEWS RELEASE

PAR PACIFIC HOLDINGS COMPLETES COMMON STOCK RIGHTS OFFERING

HOUSTON, September 22, 2016 - Par Pacific Holdings, Inc. (NYSE MKT: PARR) (“Par Pacific” or the “Company”) today announced the completion of its previously announced registered rights offering. The subscription period for the rights offering expired at 5:00 p.m., New York City time, on September 14, 2016.

Subscription rights to purchase 4,075,220 shares of the Company’s common stock were exercised, which represented 100% of the maximum number of common shares available under the rights offering. The rights offering resulted in gross proceeds, before expenses, to the Company of approximately $49.9 million. The Company used the proceeds from the rights offering to repay all accrued and unpaid interest and a portion of the outstanding principal amount on its 2.5% convertible subordinated bridge notes. The remaining $3,340,982 aggregate principal amount of bridge notes was mandatorily converted into 272,733 shares of common stock based on a conversion price of $12.25 per share.

About Par Pacific Holdings

Par Pacific Holdings, Inc., based in Houston, Texas, is a growth-oriented company that owns, manages and maintains interests in energy and infrastructure businesses. Par Pacific’s business is organized into three primary segments of refining, retail and logistics. Par Pacific has refining and logistics assets in Hawaii and Wyoming and a retail distribution network in Hawaii. Par Pacific also owns an equity investment in Laramie Energy, LLC, a joint venture entity focused on producing natural gas in Garfield, Mesa and Rio Blanco Counties, Colorado. In addition, Par Pacific transports, markets and distributes crude oil from the Western United States and Canada to refining hubs in the Midwest, Gulf Coast and East Coast. More information is available at www.parpacific.com.

Forward-Looking Statements

This news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Additionally, forward looking statements are subject to certain risks, trends, and uncertainties. Par Pacific cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct.  Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date.  Par Pacific does not intend to update or revise any forward-looking statements made herein or any other forward looking statements as a result of new information, future events

or otherwise except as required by law. The Company further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this news release.

Contact:

Christine Laborde

Director, Investor Relations & Public Affairs

(832) 916-3396

claborde@parpacific.com