0000899243-17-025183.txt : 20171101
0000899243-17-025183.hdr.sgml : 20171101
20171101211706
ACCESSION NUMBER: 0000899243-17-025183
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: Tesoro Logistics GP, LLC
CENTRAL INDEX KEY: 0001517724
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35143
FILM NUMBER: 171170489
BUSINESS ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
BUSINESS PHONE: 210-626-6000
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tesoro Alaska Pipeline Co LLC
CENTRAL INDEX KEY: 0000911614
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35143
FILM NUMBER: 171170490
BUSINESS ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
BUSINESS PHONE: 210-626-6000
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
FORMER NAME:
FORMER CONFORMED NAME: TESORO ALASKA Co LLC
DATE OF NAME CHANGE: 20141007
FORMER NAME:
FORMER CONFORMED NAME: TESORO ALASKA CO
DATE OF NAME CHANGE: 20010716
FORMER NAME:
FORMER CONFORMED NAME: TESORO ALASKA PETROLEUM CO
DATE OF NAME CHANGE: 19930903
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35143
FILM NUMBER: 171170491
BUSINESS ADDRESS:
STREET 1: 3450 S. 34TH WAY
STREET 2: SUITE 100
CITY: AUBURN
STATE: WA
ZIP: 98001
BUSINESS PHONE: 2106264837
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
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
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: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
BUSINESS PHONE: 210-626-6000
MAIL ADDRESS:
STREET 1: 19100 RIDGEWOOD PARKWAY
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
FORMER COMPANY:
FORMER CONFORMED NAME: TESORO LOGISTICS LP
DATE OF NAME CHANGE: 20101210
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-10-30
0
0001507615
ANDEAVOR LOGISTICS LP
ANDX
0001144853
TESORO REFINING & MARKETING Co LLC
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259
0
0
1
0
0000911614
Tesoro Alaska Pipeline Co LLC
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259
0
0
1
0
0001517724
Tesoro Logistics GP, LLC
19100 RIDGEWOOD PARKWAY
SAN ANTONIO
TX
78259
1
0
1
0
Common units representing limited partnership interests
2017-10-30
4
A
0
78000000
A
112055042
D
On October 30, 2017 and effective as of 4:01 p.m. Eastern Time, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 13, 2017, by and among Andeavor Logistics LP ("Andeavor Logistics"), Tesoro Logistics GP, LLC (the "General Partner"), Western Refining Logistics, LP ("WNRL"), Western Refining Logistics GP, LLC ("WNRL GP"), WNRL Merger Sub LLC ("LP Merger Sub") and WNRL GP Merger Sub LLC, LP Merger Sub merged with and into WNRL, with WNRL surviving such merger as a wholly-owned subsidiary of Andeavor Logistics.
Concurrently with the closing of the transactions contemplated by the Merger Agreement, pursuant to the terms of the Sponsor Equity Restructuring Agreement dated as of August 13, 2017, by and among Andeavor Logistics, the General Partner and Andeavor ("Andeavor"), Andeavor Logistics issued 78,000,000 common units representing limited partner interests in Andeavor Logistics (the "Common Units") to the General Partner in consideration for (1) the cancellation of the incentive distribution rights in Andeavor Logistics and (ii) the conversion of the 2% general partner interest in Andeavor Logistics held by the General Partner into a non-economic general partner interest in Andeavor Logistics.
This Form 4 is filed jointly by the General Partner, Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Alaska Company LLC ("Tesoro Alaska"). Andeavor, Tesoro Alaska and TRMC collectively own 100% of the membership interests in the General Partner. Andeavor owns 100% of the securities of each of TRMC and Tesoro Alaska. Tesoro Alaska and TRMC may be deemed to beneficially own the Common Units held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Following the transactions reported on this Form 4, the General Partner directly owns 87,644,050 Common Units, Tesoro Alaska directly owns 571,065 Common Units and TRMC directly owns 8,067,981 Common Units and indirectly owns 151,021 Common Units through its wholly-owned subsidiary Carson Cogeneration Company.
/s/ Elisa D. Watts, Assistant Secretary of Tesoro Refining & Marketing Company LLC
2017-11-01
/s/Elisa D. Watts, Assistant Secretary of Tesoro Alaska Company LLC
2017-11-01
/s/ Elisa D. Watts, Assistant Secretary of Tesoro Logistics GP, LLC
2017-11-01