Chai Trust Form 4 PAR PACIFIC / Investors, L.L.C. EGI ownership change

SEC Form 4

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^*

CHAI TRUST CO LLC

(Last) (First) (Middle)

TWO NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PAR PACIFIC HOLDINGS, INC. [ PARR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Members of 10% Owner Group

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Stock	06/21/2022		S(1)		50,000	D	$16.9774(3)	3,454,646	I	See footnote(1)(5)
Common Stock	06/22/2022		S(1)		50,000	D	$16.3836(4)	2,727,351(6)	I	See footnote(1)(5)
Common Stock								3,348,430(6)	I	See footnote(2)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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^*

CHAI TRUST CO LLC

(Last) (First) (Middle)

TWO NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EGI Investors, L.L.C.

(Last) (First) (Middle)

2 NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Zell Credit Opportunities Master Fund, L.P.

(Last) (First) (Middle)

2 NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. These shares of Common Stock were sold on behalf of the Zell Credit Opportunities Master Fund, L.P. (the "Master Fund"), through an affiliated fund, Zell Credit Opportunities Sub Fund, LLC ("Sub Fund"). The shares sold represent a portion of the pro rata interest of an outside investor in the Master Fund (the "Outside Investor") and are being sold in connection with the Master Fund reaching maturity and effecting an orderly liquidation and distribution of the proceeds of the sale to the Outside Investor. The Outside Investor's remaining interest represents 2,727,351 of the remaining shares of Common Stock held by the Master Fund (directly and indirectly through Sub Fund). The shares of Common Stock held by the Master Fund not attributable to the Outside Investor are not being sold, transferred or otherwise disposed of at this time.

2. These shares of Common Stock are held directly by EGI Investors, L.L.C. ("EGI Investors"). The shares of Common Stock held by EGI Investors are not being sold, transferred or otherwise disposed of at this time.

3. The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $16.64 to $17.19, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

4. The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $16.11 to $16.82, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

5. Chai Trust Company, LLC, an Illinois limited liability company, is the general partner of the Master Fund and the managing member of each of EGI Investors and Sub Fund, and in such capacities, may be deemed to indirectly beneficially own these shares of Common Stock.

6. This figure accounts for an aggregate of 677,295 shares of Common Stock that were distributed in kind, pro-rata and for no additional consideration, from the Master Fund to EGI Investors, in transfers that were exempt from Section 16 under Rule 16a-13.

	Chai Trust Company, LLC; By: /s/ Joseph Miron, Chief Legal Officer	06/23/2022
	EGI Investors L.L.C.; By: /s/ Joseph Miron, Vice President	06/23/2022
	Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Joseph Miron, Chief Legal Officer	06/23/2022
	** Signature of Reporting Person	Date
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