| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Western Refining Logistics, LP [ WNRL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common units representing limited partnership interests | 10/30/2017 | D | 31,390,623 | D | (1) | 0 | D(3) | |||
| Common units representing limited partnership interests | 10/30/2017 | D | 628,224 | D | (1) | 0 | I | Through St. Paul Park Refining Co. LLC | ||
| TexNew Mex Units | 10/30/2017 | D | 80,000 | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| Remarks: |
| 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. | 11/01/2017 | |
| /s/ Elisa D. Watts, Assistant Secretary of Western Refining, Inc. | 11/01/2017 | |
| /s/ Elisa D. Watts, Assistant Secretary of Giant Industries, Inc. | 11/01/2017 | |
| /s/ Elisa D. Watts, Assistant Secretary of Western Acquisition Holdings, LLC | 11/01/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||