0001209191-19-044127.txt : 20190801 0001209191-19-044127.hdr.sgml : 20190801 20190801194653 ACCESSION NUMBER: 0001209191-19-044127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190730 FILED AS OF DATE: 20190801 DATE AS OF CHANGE: 20190801 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35714 FILM NUMBER: 19994134 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: Tesoro Alaska 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: 001-35714 FILM NUMBER: 19994135 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 Alaska Pipeline Co LLC DATE OF NAME CHANGE: 20160223 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MPLX LP CENTRAL INDEX KEY: 0001552000 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 270005456 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-30 0 0001552000 MPLX LP MPLX 0001510295 Marathon Petroleum Corp 539 S. MAIN STREET FINDLAY OH 45840 1 0 1 0 0000911614 Tesoro Alaska Co LLC 539 S. MAIN STREET FINDLAY OH 45840 0 0 0 1 Less than 10% owner Common Units (Limited Partner Interests) 2019-07-30 4 A 0 161295606 A 665997540 I See Footnotes TexNew Mex Units 2019-07-30 4 A 0 80000 A 80000 I See Footnotes Special Limited Partner Interest 2019-07-30 4 A 0 1 A 1 I See Footnotes This Form 4 is submitted by Tesoro Alaska Company LLC ("TAC") with respect to certain transactions involving the securities of the Issuer by a Reporting Group consisting of Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), MPLX GP LLC (the "General Partner"), MPLX Logistics Holdings LLC ("Logistics Holdings"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), and Tesoro Logistics GP, LLC ("TLGP"). TAC is also a member of the Reporting Group and, as described below, is filing this separate Form 4 related to the same events. 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, Andeavor Logistics LP ("ANDX"), TLGP, the General Partner and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into ANDX (the "Merger"), with ANDX surviving the Merger as a wholly owned subsidiary of the Issuer. At the Effective Time, each common unit representing limited partner interests in ANDX held by each of WRSI and TLGP was converted into the right to receive 1.0328 common units representing limited partner interests in the Issuer (such conversion, the "Common Unit Conversion"). As a result of the Common Unit Conversion, WRSI received 69,763,859 common units representing limited partner interests in the Issuer and TLGP received 91,531,747 common units representing limited partner interests in the Issuer. All of the membership interests in TLGP are held by TRMC, TAC and WRSI. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC. The closing price of common units representing limited partner interests in the Issuer on July 29, 2019, which was the last complete trading day prior to Effective Time, was $28.51 as reported on the New York Stock Exchange. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the common units representing limited partner interests in the Issuer owned by each of WRSI and TLGP, but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein. MPC Investment, a direct wholly owned subsidiary of MPC, owns all of the membership interests in the General Partner and Logistics Holdings. 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. At the Effective Time, each TexNew Mex Unit of ANDX held by WRSI prior to the Effective Time was converted into the right to receive a TexNew Mex Unit of the Issuer, a new class of limited partner units in the Issuer with substantially the same rights, powers, duties and obligations as the TexNew Mex Units of ANDX. MPC and certain of the other Reporting Persons may be deemed to beneficially own all of the TexNew Mex Units of MPLX owned by WRSI, but each disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest therein. At the Effective Time, the Special Limited Partnership Interest of ANDX held by WRSI prior to the Effective Time was converted into the right to receive a Special Limited Partner Interest of the Issuer, a new class of special limited partner interest in the Issuer with substantially the same rights, powers, duties and obligations as the Special Limited Partner Interest of ANDX. MPC and certain of the other Reporting Persons may be deemed to beneficially own the Special Limited Partner Interest of the Issuer owned by WRSI, but each disclaims beneficial ownership of such security except to the extent of each Reporting Person's pecuniary interest therein. This Form 4 is the second of two Forms 4 being filed relating to the same events. The Form 4 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 4 filing to a maximum of ten Reporting Persons. This Form 4 is filed by Tesoro Alaska Company LLC. /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation 2019-08-01 /s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC 2019-08-01