0000899243-17-025173.txt : 20171101 0000899243-17-025173.hdr.sgml : 20171101 20171101203415 ACCESSION NUMBER: 0000899243-17-025173 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171030 FILED AS OF DATE: 20171101 DATE AS OF CHANGE: 20171101 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36114 FILM NUMBER: 171170435 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 ARIZONA INC DATE OF NAME CHANGE: 19930923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Western Acquisition Holdings, LLC CENTRAL INDEX KEY: 0001678684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36114 FILM NUMBER: 171170432 BUSINESS ADDRESS: STREET 1: 1250 W. WASHINGTON STREET STREET 2: SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6022861400 MAIL ADDRESS: STREET 1: 1250 W. WASHINGTON STREET STREET 2: SUITE 101 CITY: TEMPE STATE: AZ ZIP: 85281 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36114 FILM NUMBER: 171170434 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36114 FILM NUMBER: 171170433 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Refining Logistics, LP CENTRAL INDEX KEY: 0001581908 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 463205923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 W. MILLS AVENUE STREET 2: SUITE 200 CITY: EL PASO STATE: TX ZIP: 79901 BUSINESS PHONE: 915-534-1400 MAIL ADDRESS: STREET 1: 123 W. MILLS AVENUE STREET 2: SUITE 200 CITY: EL PASO STATE: TX ZIP: 79901 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-30 1 0001581908 Western Refining Logistics, LP WNRL 0000912517 Western Refining Southwest, Inc. 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 1 See Remarks 0001339048 Western Refining, Inc. 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 1 See Remarks 0000856465 Giant Industries, Inc. 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 1 See Remarks 0001678684 Western Acquisition Holdings, LLC C/O WESTERN REFINING, INC., 19100 RIDGEWOOD PARKWAY SAN ANTONIO TX 78259-1828 0 0 1 1 See Remarks Common units representing limited partnership interests 2017-10-30 4 D 0 31390623 D 0 D Common units representing limited partnership interests 2017-10-30 4 D 0 628224 D 0 I Through St. Paul Park Refining Co. LLC TexNew Mex Units 2017-10-30 4 D 0 80000 D 0 D In connection with the merger between the Issuer and a wholly-owned subsidiary of Andeavor Logistics LP ("ANDX"), among the 32,018,847 common units of the Issuer that were owned directly or indirectly by Western Refining Southwest, Inc. ("WRSW"), including 628,224 common units owned through a wholly owned subsidiary, (i) 3,634,473 common units were cancelled and converted into a Special Limited Partner Interest (as defined in the merger agreement) in ANDX and (ii) 28,384,374 common units were converted into 14,853,542 ANDX common units having a market value of approximately $681.8 million on the date of the merger. In connection with the merger, each TexNew Mex Unit of the Issuer was converted into the right to receive a ANDX TexNew Mex Unit (as defined in the merger agreement), a new class of limited partner units in ANDX with substantially the same powers, preferences and rights to distributions as the TexNew Mex Units of the Issuer. This Form 4 is being filed jointly by Western Refining, Inc. ("Western"), Giant Industries, Inc. ("Giant"), Western Acquisition Holdings, LLC ("WAH") and WRSW. Giant is a wholly owned subsidiary of Western and owns approximately 38.7% of the outstanding shares of WRSW. WAH owns approximately 61.3% of the outstanding shares of WRSW and is a wholly owned subsidiary of Giant. Prior to the merger, WRSW directly owned 31,390,623 common units of the Issuer and 80,000 TexNew Mex Units and indirectly owned 628,224 common units of the Issuer through a wholly owned subsidiary. Western, Giant and WAH may be deemed to beneficially own all the securities owned by WRSW, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Immediately prior to the merger, WRSW had the right to appoint all of the members of the Board of Directors of Western Refining Logistics GP, LLC ("WNRL GP"), the general partner of the Issuer. WAH has a controlling interest in WRSW and WAH is a wholly owned subsidiary of Giant, which is a wholly owned subsidiary of Western. Therefore, each of Western, Giant, WAH and WRSW may be deemed a director by deputization prior to the merger. /s/ Elisa D. Watts, Assistant Secretary of Western Refining Southwest, Inc. 2017-11-01 /s/ Elisa D. Watts, Assistant Secretary of Western Refining, Inc. 2017-11-01 /s/ Elisa D. Watts, Assistant Secretary of Giant Industries, Inc. 2017-11-01 /s/ Elisa D. Watts, Assistant Secretary of Western Acquisition Holdings, LLC 2017-11-01