Holly Energy Partners SC 13D/A / HF Sinclair ownership change

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

0 Common Units

SHARED VOTING POWER

59,630,030 Common Units

SOLE DISPOSITIVE POWER

0 Common Units

SHARED DISPOSITIVE POWER

59,630,030 Common Units

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Holly Energy Partners, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

435763 10 7

(CUSIP Number)

Richard L. Voliva III

Executive Vice President and Chief Financial Officer

HF Sinclair Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Tel: (214) 871-3555

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 16, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS HF Sinclair Corporation 87-2092143
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)

Certain direct and indirect wholly owned subsidiaries of HF Sinclair Corporation, including HollyFrontier Corporation, HollyFrontier Holdings LLC, Navajo Pipeline Co., L.P., HollyFrontier Navajo Refining LLC, HEP Logistics Holdings, L.P., HollyFrontier Woods Cross Refining LLC and Holly Logistics Limited LLC, are the record owners of 59,630,030 of these Common Units.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS HollyFrontier Corporation 75-1056913
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)

Certain direct and indirect wholly owned subsidiaries of HollyFrontier Corporation, including HollyFrontier Holdings LLC, Navajo Pipeline Co., L.P., HollyFrontier Navajo Refining LLC, HEP Logistics Holdings, L.P., HollyFrontier Woods Cross Refining LLC and Holly Logistics Limited LLC, are the record owners of 59,485,024 of these Common Units. 140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS HollyFrontier Holdings LLC 90-0868306
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Holdings, Inc. 85-0284908
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION New Mexico, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)	Navajo Pipeline Co., L.P., HEP Logistics Holdings, L.P. and Holly Logistics Limited LLC are the record owners of 59,120,110 of these Common Units.

(3)	140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Pipeline GP, L.L.C. 52-2364943
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)	Navajo Pipeline Co., L.P., HEP Logistics Holdings, L.P. and Holly Logistics Limited LLC are the record owners of 59,120,110 of these Common Units.

(3)	140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Pipeline LP, L.L.C. 85-0484420
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)	Navajo Pipeline Co., L.P., HEP Logistics Holdings, L.P. and Holly Logistics Limited LLC are the record owners of 59,120,110 of these Common Units.

(3)	140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Navajo Pipeline Co., L.P. 75-1611333
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)	Holly Logistics Limited LLC and HEP Logistics Holdings, L.P. are the record owners of 58,865,230 of these Common Units.

(3)	140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Holly Logistic Services, L.L.C. 05-0593172
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)	Holly Logistics Limited LLC and HEP Logistics Holdings, L.P. are the record owners of these Common Units.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Holly Logistics Limited LLC 27-4289116
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS HEP Logistics Holdings, L.P. 20-0833056
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (2) HollyFrontier Navajo Refining LLC 85-0301920
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)	Formerly named Navajo Refining Company, L.L.C.

Common Unit CUSIP No. 435763 10 7


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (2) HollyFrontier Woods Cross Refining LLC 61-1443519
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO (see Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)	Formerly named Holly Refining & Marketing Company – Woods Cross L.L.C.

AMENDMENT NO. 12 TO SCHEDULE 13D

This Amendment No. 12 to Schedule 13D (this “Amendment”) relates to the common units representing limited partner interests (the “Common Units”) of Holly Energy Partners, L.P., a Delaware limited partnership (the “Issuer”), and amends the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2009, as amended by the Amendment No. 1 thereto filed on January 14, 2011, by HollyFrontier Corporation (formerly named Holly Corporation) (“HollyFrontier”), Navajo Holdings, Inc. (“Navajo Holdings”), Navajo Pipeline GP, L.L.C. (“Navajo Pipeline GP”), Navajo Pipeline LP, L.L.C. (“Navajo Pipeline LP”), Navajo Pipeline Co., L.P. (“Navajo”), Holly Logistic Services, L.L.C. (“HLS”), Holly Logistics Limited LLC (“HLL”) and HEP Logistics Holdings, L.P. (“HEP GP”, and together with HollyFrontier, Navajo Holdings, Navajo Pipeline GP, Navajo Pipeline LP, Navajo, HLS and HLL, the “Initial Filing Persons”), as further amended by the Amendment No. 2 thereto filed on February 25, 2011, by the Initial Filing Persons (other than HEP GP), as further amended by the Amendment No. 3 thereto filed on December 21, 2011, by the Initial Filing Persons (other than HEP GP), as further amended by the Amendment No. 4 thereto filed on August 6, 2012, by the Initial Filing Persons (other than HEP GP), HollyFrontier Holdings LLC (“Holdings”), HollyFrontier Navajo Refining LLC (formerly named Navajo Refining Company, L.L.C.) (“NRC”) and HollyFrontier Woods Cross Refining LLC (formerly named Holly Refining & Marketing Company – Woods Cross LLC) (“HFWC” and, together with HF Sinclair Corporation (“HF Sinclair”), Holdings, NRC and the Initial Filing Persons, the “Reporting Persons”), as further amended by Amendment No. 5 thereto filed on March 22, 2013, by the Reporting Persons (other than HEP GP and HF Sinclair), as further amended by Amendment No. 6 thereto filed on October 11, 2016, by the Reporting Persons (other than HEP GP and HF Sinclair), as further amended by Amendment No. 7 thereto filed on May 5, 2017, by the Reporting Persons (other than HEP GP and HF Sinclair), as further amended by Amendment No. 8 thereto filed on October 20, 2017, by the Reporting Persons (other than HEP GP and HF Sinclair), as further amended by Amendment No. 9 thereto filed on November 1, 2017, by the Reporting Persons (other than HF Sinclair) as further amended by Amendment No. 10 thereto filed on February 23, 2018, by the Reporting Persons (other than HF Sinclair), and as further amended by Amendment No. 11 thereto filed on August 12, 2021 by the Reporting Persons (other than HF Sinclair).

Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items which are reported are deemed to amend and restate the corresponding items in the Schedule 13D. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)	Name of Persons Filing this Statement:

(1)

HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”), is the parent of HollyFrontier Corporation, a Delaware corporation and formerly named Holly Corporation (“HollyFrontier”), HollyFrontier Holdings LLC (“Holdings”), a Delaware limited liability company, Navajo Holdings, Inc., a New Mexico corporation (“Navajo Holdings”), Navajo Pipeline GP, L.L.C., a Delaware limited liability company (“Navajo Pipeline GP”), Navajo Pipeline LP, L.L.C., a Delaware limited liability company (“Navajo Pipeline LP”), Navajo Pipeline, Co., L.P., a Delaware limited partnership (“Navajo”), Holly Logistic Services, L.L.C., a Delaware limited liability company (“HLS”),

Holly Logistics Limited LLC, a Delaware limited liability company (“HLL”), HollyFrontier Navajo Refining LLC, a Delaware limited liability company (“NRC”), HollyFrontier Woods Cross Refining LLC, a Delaware limited liability company (“HFWC”) and HEP Logistics Holdings, L.P., a Delaware limited partnership (“HEP GP”, together with HF Sinclair, HollyFrontier, Holdings, Navajo Holdings, Navajo Pipeline GP, Navajo Pipeline LP, Navajo, HLS, HLL, NRC and HFWC, the “Reporting Persons”).

(2)

HollyFrontier is a wholly owned subsidiary of HF Sinclair.

(3)

Holdings is a wholly owned subsidiary of HollyFrontier.

(4)

NRC is a wholly owned subsidiary of HollyFrontier.

(5)

HFWC is a wholly owned subsidiary of HollyFrontier.

(6)

Navajo Holdings is a wholly owned subsidiary of HollyFrontier.

(7)

Navajo Pipeline GP is a wholly owned subsidiary of Navajo Holdings.

(8)

Navajo Pipeline LP is a wholly owned subsidiary of Navajo Holdings.

(9)

Navajo has one general and limited partner, which are Navajo Pipeline GP and Navajo Pipeline LP, respectively.

(10)

HLS is a wholly owned subsidiary of Navajo.

(11)

HLL is a wholly owned subsidiary of HLS.

(12)

HEP GP has one general and limited partner, which are HLS and Navajo, respectively.

The Reporting Persons have entered into a Second Amended and Restated Joint Filing Agreement, dated March 16, 2022, a copy of which is incorporated by reference to this Schedule 13D as Exhibit 99.3 (which is hereby incorporated by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person.

(b)	Principal Business Address and Principal Office Address of Reporting Persons:

The principal business address and principal office address of the Reporting Persons is 2828 N. Harwood, Suite 1300, Dallas, TX 75201.

(c)	Present Principal Occupation or Principal Business:

(1)

The principal business of HF Sinclair is to act as a holding company whose assets consist of direct and indirect ownership interests in, and whose business is conducted substantially through, its subsidiaries.

(2)

The principal business of HollyFrontier is to act as a holding company whose assets consist of direct and indirect ownership interests in, and whose business is conducted substantially through, its subsidiaries.

(3)

The principal business of Holdings is to own Common Units in the Issuer and certain other securities in a subsidiary of the Issuer.

(4)

The principal business of NRC is to own and operate the Navajo refinery and related assets.

(5)

The principal business of HFWC is to own and operate the Woods Cross refinery and related assets.

(6)

The principal business of Navajo Holdings is to act as a holding company whose assets consist of direct and indirect ownership interests in, and whose business is conducted substantially through, its subsidiaries.

(7)

The principal business of Navajo Pipeline GP is to serve as the general partner of Navajo.

(8)

The principal business of Navajo Pipeline LP is to serve as the limited partner of Navajo.

(9)

The principal business of Navajo is to own all of the membership interests in HLS and serve as the limited partner of HEP GP.

(10)

The principal business of HLS is to serve as the general partner of HEP GP, and as the sole member of HLL.

(11)

The principal business of HLL is to own Common Units in the Issuer. The principal business of the Issuer is to own and operate (through its subsidiaries) product and crude pipelines, tankage, terminals and loading facilities.

(12)

The principal business of HEP GP is to serve as the general partner of the Issuer.

Pursuant to Instruction C to Schedule 13D of the Act, information regarding the directors and executive officers of the Reporting Persons (the “Listed Persons”) are as follows:

HF Sinclair Corporation


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer and Director	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President and Chief Financial Officer	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Thomas G. Creery	President, Renewables	Executive Officer of certain of HF Sinclair’s affiliates	0	—

Vaishali S. Bhatia	Senior Vice President, General Counsel and Secretary	Executive Officer of HF Sinclair, HLS and certain of their affiliates	0	—

Bruce A. Lerner	President, Lubricants & Specialties	Executive Officer of certain of HF Sinclair’s affiliates	0	—

Franklin Myers	Chairman of the Board	Senior Advisor of Quantum Energy Partners	0	—

Anne-Marie N. Ainsworth	Director	Former President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc.	0	—

Anna C. Catalano	Director	Former Group Vice President, Marketing, for BP plc	0	—

Leldon E. Echols	Director	Former Executive Vice President and Chief Financial Officer of Centex Corporation	0	—

Manuel J. Fernandez	Director	Former Managing Partner of KPMG LLP’s Dallas office	3,100	—

R. Craig Knocke	Director	Director of Turtle Creek Trust Company, Chief Investment Manager and Portfolio Manager of Turtle Creek Management, LLC, Principal and a non-controlling manager and member of TCTC Holdings, LLC	0	—


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Robert J. Kostelnik	Director	Principal at Glenrock Recovery Partners, LLC	0	—

James H. Lee	Director	Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd.	20,479⁽³⁾⁽⁴⁾	*

Michael E. Rose	Director	Former Executive Vice President and Chief Financial Officer of Anadarko Petroleum	26,919	—

Ross B. Mathews	Director	Chief Operating Officer of The Sinclair Companies	0	—

Norman Szydlowski	Director	Retired President and Chief Executive Officer of SemGroup Corporation	0	—

*	Less than 0.1%

HollyFrontier


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer and Director	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President and Chief Financial Officer and Director	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Vaishali S. Bhatia	Senior Vice President, General Counsel and Secretary and Director	Executive Officer of HF Sinclair, HLS and certain of their affiliates	0	—

*	Less than 0.1%

Holdings


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President, Chief Financial Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Vaishali S. Bhatia	Senior Vice President, General Counsel and Secretary and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	0	—

*	Less than 0.1%

Navajo Holdings


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer and Director	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President, Chief Financial Officer and Director	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Vaishali S. Bhatia	Senior Vice President, General Counsel and Secretary and Director	Executive Officer of HF Sinclair, HLS and certain of their affiliates	0	—

*	Less than 0.1%

Navajo Pipeline GP


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President, Chief Financial Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Vaishali S. Bhatia	Senior Vice President, General Counsel and Secretary and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	0	—

*	Less than 0.1%

Navajo Pipeline LP


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned

Michael C. Jennings	Chief Executive Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President, Chief Financial Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Name

Position

Principal

Occupation/Business

Common Units
Beneficially Owned (1)

Percent of
Common
Units
Beneficially
Owned

Vaishali S. Bhatia

Senior Vice President, General Counsel and Secretary and Manager

Executive Officer of HF Sinclair, HLS and certain of their affiliates

—

*	Less than 0.1%

Navajo


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President and Chief Financial Officer	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Vaishali S. Bhatia	Senior Vice President, General Counsel and Secretary	Executive Officer of HF Sinclair, HLS and certain of their affiliates	0	—

*	Less than 0.1%

HLS


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer and Director	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Richard L. Voliva III	President	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Vaishali S. Bhatia	Senior Vice President, General Counsel & Secretary	Executive Officer of HF Sinclair, HLS and certain of their affiliates	0	—

John W. Harrison, Jr.	Senior Vice President, Chief Financial Officer and Treasurer	Executive Officer of HLS and certain of its affiliates	0	—

Larry R. Baldwin	Director	Former Partner at Deloitte LLP	30,000⁽⁴⁾	*

Christine B. LaFollette	Director	Partner Emeritus at Akin Gump Strauss Hauer & Feld LLP	24,548⁽⁴⁾	*

James H. Lee	Director	Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd.	20,479⁽³⁾⁽⁴⁾	*

Eric L. Mattson	Director	Former Executive Vice President, Finance of Select Energy Services, Inc.	22,548⁽⁴⁾	*

Mark A. Petersen	Director	Former Vice President, Transportation for Sinclair Oil Corporation and Former President of Sinclair Transportation Company	0	—

*	Less than 0.1%

NRC


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President, Chief Financial Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Name

Position

Principal

Occupation/Business

Common Units
Beneficially Owned (1)

Percent of
Common
Units
Beneficially
Owned

Vaishali S. Bhatia

Senior Vice President, General Counsel and Secretary and Manager

Executive Officer of HF Sinclair, HLS and certain of their affiliates

—

*	Less than 0.1%

HFWC


Name	Position	Principal Occupation/Business	Common Units Beneficially Owned (1)	Percent of Common Units Beneficially Owned
Michael C. Jennings	Chief Executive Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	26,377	*

Timothy Go	President and Chief Operating Officer	Executive Officer of HF Sinclair and certain of its affiliates	0	—

Richard L. Voliva III	Executive Vice President, Chief Financial Officer and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	17,840⁽²⁾	*

Vaishali S. Bhatia	Senior Vice President, General Counsel and Secretary and Manager	Executive Officer of HF Sinclair, HLS and certain of their affiliates	0	—

*	Less than 0.1%

(1)	All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

(2)	The number reported does not include unvested phantom units.

(3)

The number reported includes 285 common units owned by Mr. Lee’s wife. Mr. Lee’s wife has the right to receive distributions from, and the proceeds from the sale of, these common units. Mr. Lee disclaims beneficial ownership of the common units held by his wife except to the extent of his pecuniary interest therein.

(4)

The number reported includes 6,076 common units to be issued to the non-management director upon settlement of phantom units, some of which may vest and be settled within 60 days of March 16, 2022 under certain circumstances. Until settled, the non-management director has no voting or dispositive power over the common units underlying the phantom units.

Neither HLL nor HEP GP have directors or officers.

The principal business address and principal office address of the executive officers and directors listed above is 2828 N. Harwood, Suite 1300, Dallas, TX 75201.

(d)	None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f)	Each of the natural persons identified in this Item 2 is a United States citizen.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs:

On March 14, 2022, HollyFrontier, Hippo Parent Corporation, a wholly owned subsidiary of HollyFrontier (“New Parent”), Hippo Merger Sub, Inc., a wholly owned subsidiary of New Parent (“Parent Merger Sub”), The Sinclair Companies (“Sinclair”), and Hippo Holding LLC, a wholly owned subsidiary of Sinclair (the “Target Company”), closed the transactions contemplated by that certain Business Combination Agreement (the “Business Combination Agreement”), dated August 2, 2021. New Parent acquired the Target Company by effecting (a) a holding company merger in accordance with Section 251(g) of the Delaware General Corporation Law whereby HollyFrontier merged with and into Parent Merger Sub, with HollyFrontier surviving such merger as a direct wholly owned subsidiary of New Parent (the “HFC Merger”) and (b) immediately following the HFC Merger, a contribution whereby Sinclair contributed all of the equity interests of the Target Company to New Parent in exchange for shares of New Parent, resulting in the Target Company becoming a direct wholly owned subsidiary of New Parent (together with the HFC Merger, the “HFC Transaction”). Following the HFC Transaction, New Parent changed its name to HF Sinclair Corporation. As the new parent holding company of HollyFrontier, HF Sinclair may be deemed to indirectly beneficially own all the common units of the Issuer that are held by HollyFrontier and its direct and indirect subsidiaries.

Additionally, on March 14, 2022, the Issuer, Sinclair and Sinclair Transportation Company, a wholly owned subsidiary of Sinclair (“STC”), completed the transactions contemplated by that certain Contribution Agreement, dated August 2, 2021, which was previously filed with Amendment No. 11 to this Schedule 13D. The Issuer acquired all of the outstanding shares of STC in exchange for 21 million newly issued common units of the Issuer and cash consideration equal to $324.1 million (the “HEP Transaction”).

The Unitholders Agreement by and among the Issuer, HLS, Navajo, Sinclair and the stockholders of Sinclair (the “Sinclair Parties”), which was filed with Amendment No. 11 to this Schedule 13D, became effective at the closing of the HEP Transaction. Pursuant to the Unitholders Agreement, the Sinclair Parties nominated Mark A. Petersen to the board of directors of HLS.

Item 5.

Interest in Securities of the Issuer

Sub-Items (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)

(1)

HLL is the record and beneficial owner of an aggregate of 21,615,230 Common Units, representing 17.1% of the Common Units. Navajo is the record owner of 254,880 Common Units and the beneficial owner of an aggregate of 394,880 Common Units, representing 0.3% of the Common Units. HollyFrontier is the record owner of 145,006 Common Units (140,000 of which HollyFrontier holds of record as nominee for Navajo) and beneficial owner of 5,006 Common Units, representing less than one percent of the Common Units. Holdings is the record and beneficial owner of 184,800 Common Units, representing 0.2% of the Common Units. NRC is the record and beneficial owner of 119,688 Common Units, representing 0.1% of the Common Units. HFWC is the record and beneficial owner of 60,426 Common Units, representing 0.05% of the Common Units. HEP GP is the record and beneficial owner of 37,250,000 Common Units, representing 29.5% of the Common Units. No other Reporting Person directly owns any Common Units.

(2)

In its capacity as the owner of 100% of the membership interests in HLL and in its capacity as the general partner of HEP GP, HLS may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 58,865,230 Common Units, representing 46.6% of the Common Units. In its capacity as the owner of 100% of the membership interests in HLS, Navajo may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 59,260,110 Common Units, representing 46.9% of the Common Units. In their capacity as the direct or indirect owners of 100% of the general and limited partner interests in Navajo, Navajo Holdings, Navajo Pipeline GP and Navajo Pipeline LP may each, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 59,260,110 Common Units, representing 46.9% of the Common Units. In its capacity as the owner of 100% of the common stock of Navajo Holdings, Holdings, NRC and HFWC, HollyFrontier may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 59,630,030 Common Units, representing 47.2% of the Common Units. In its capacity as the owner of 100% of the common stock of HollyFrontier, HF Sinclair Corporation may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 59,630,030 Common Units, representing 47.2% of the Common Units.

(3)

The information set forth in Item 2 with respect to the Listed Persons is incorporated into this Item 5(a) by reference.

(4)

The filing of this Schedule 13D shall not be construed as an admission by any Reporting Person or Listed Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person or Listed Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person or Listed Person.

(5)

Except as set forth herein, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, the Listed Persons own beneficially, or have any right to acquire, directly or indirectly, any Common Units.

(6)

The Reporting Persons’ and Listed Persons’ ownership has been adjusted to reflect the two-for-one unit split of the Common Units, which occurred on January 16, 2013.

(b)

The information set forth in Items 7 through 11 of the cover pages hereto and the information regarding the Listed Persons in Item 2 are incorporated herein by reference. The executive officers and members of the board of directors of (i) HF Sinclair Corporation who are identified in Item 2 hereof (and certain of whom are also members of the boards of managers of Navajo Pipeline GP, Navajo Pipeline LP, HLL, Holdings, NRC and HFWC), share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 59,630,030 Common Units owned by HollyFrontier, Navajo, HLL, Holdings, HEP GP, NRC and HFWC, subject to certain exceptions, (ii) HollyFrontier who are identified in Item 2 hereof (and certain of whom are also members of the boards of managers of Navajo Pipeline GP, Navajo Pipeline LP, HLL, Holdings, NRC and HFWC), share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 59,630,030 Common Units owned by HollyFrontier, Navajo, HLL, Holdings, HEP GP, NRC and HFWC, subject to certain exceptions, (iii) Navajo Holdings, Navajo, Navajo Pipeline LP and Navajo Pipeline GP who are identified in Item 2 hereof, share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 59,260,110 Common Units owned by Navajo, HEP GP and HLL, subject to certain exceptions, and (iv) HLS who are identified in Item 2 hereof, share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 58,865,230 Common Units owned by HEP GP and HLL, subject to certain exceptions. Further, the executive officers and members of the board of directors of each of the Reporting Persons share the power to vote or direct the vote, and to dispose or to direct the disposition of, all of the Common Units directly owned by each respective Reporting Person, subject to certain exceptions. The number of Common Units each such Reporting Person directly holds is disclosed in Item 5(a)(1) and is incorporated herein.

(c)

None of the Reporting Persons, or to the Reporting Persons’ knowledge, the Listed Persons has effected transactions in the Common Units in the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby supplemented by adding the following at the end thereof:

The information in Item 4 with respect to the HFC Transaction, HEP Transaction, the Contribution Agreement and the Unitholders Agreement is incorporated in this Item 6 by reference.

Ross B. Matthews is the Chief Operating Officer of Sinclair and members of his immediate family control Sinclair. Sinclair received more than five percent of HF Sinclair’s Common Stock upon the closing of the HFC Transaction.

Item 7.

Material to Be Filed as Exhibits

Item 7 is hereby supplemented by adding the following at the end thereof:

Exhibit 99.3 Second Amended and Restated Joint Filing Agreement, dated March 16, 2022.

Signature