Zell Credit Opportunities Master Fund 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^*

Zell Credit Opportunities Master Fund, L.P.

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2016

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

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
Subscription Rights (right to buy)	$12.25(1)	09/09/2016		S			301,506	08/26/2016	09/14/2016	Common Stock	29,849	$0.1157(5)	11,867,238(2)(3)	D
Subscription Rights (right to buy)	$12.25(1)	09/12/2016		S			218,655	08/26/2016	09/14/2016	Common Stock	21,646	$0.1031(6)	11,648,583(2)(3)	D
Subscription Rights (right to buy)	$12.25(1)	09/13/2016		S			505,188	08/26/2016	09/14/2016	Common Stock	50,013	$0.0502(7)	8,672,597(2)(3)(4)	D

1. Name and Address of Reporting Person^*

Zell Credit Opportunities Master Fund, L.P.

(Last) (First) (Middle)

TWO NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

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^*

ZCOF Par Petroleum Holdings, L.L.C.

(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)

TWO NORTH RIVERSIDE PLAZA

SUITE 600

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. Par Pacific Holdings, Inc. (the "Issuer") commenced a pro rata rights offering (the "Offering") on August 26, 2016. Pursuant to the Offering each stockholder of Issuer received one transferable subscription right (the "Right') for each whole share of Issuer common stock (the "Common Stock") owned by that stockholder. Each subscription right will entitle a rights holder to purchase 0.099 shares of the Common Stock at a subscription price of $12.25 per whole share. The subscription rights will expire if they are not exercised by 5:00 p.m. New York City time on September 14, 2016 (unless terminated or extended by the Issuer.)

2. Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), received 6,340,398 Rights in the Offering. ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), distributed the 5,828,346 Rights that it received in the Offering to Master Fund, as the sole member of Holdings, and Master Fund directly held a total of 12,168,744 Rights. Does not include 402,284 Rights that EGI Investors, L.L.C., a Delaware limited liability company ("EGI Investors"), received on the Offering Date. Chai Trust Company, LLC, an Illinois limited liability company, is the general partner of Master Fund ("General Partner") and the managing member of EGI Investors. 9,697,916 of the Rights received by Master Fund in the Offering are held by Master Fund for the sole benefit of one of Master Fund's limited partners (the "Limited Partner") which is not an affiliate of Master Fund, Holdings, EGI Investors, or General Partner.

3. (Continued from Footnote 2) All proceeds from the sale of the total of 1,025,349 Rights shown on this Form 4 on the NYSE MKT and any additional Rights to be sold will be distributed to the unaffiliated Limited Partner in respect of such Limited Partner's pro rata limited partnership interest in Master Fund. None of Master Fund, Holdings, EGI Investors or General Partner has a pecuniary interest in any of the Rights held on behalf of the Limited Partner nor in any proceeds received by Limited Partner upon the sale of Rights; and each of them hereby disclaims any Section 16 beneficial interest in the Rights held on behalf of the Limited Partner.

4. On September 13, 2016, Master Fund distributed to EGI Investors, the other limited partner in Master Fund, 2,470,798 Rights based on EGI Investors' pro rata limited partner interest in Master Fund. EGI Investors has not sold, and will not, sell any of the Rights distributed to EGI Investors. The amount shown also reflects such distribution.

5. Represents the weighted average price of multiple transactions with a range of prices between $0.11 and $0.125. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price.

6. Represents the weighted average price of multiple transactions with a range of prices between $0.095 and $0.123. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price.

7. Represents the weighted average price of multiple transactions with a range of prices between $0.05 and $0.07. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price.

Remarks:

	Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Phillip G. Tinkler, Chief Financial Officer	09/13/2016
	Chai Trust Company, LLC; By: /s/ Phillip G. Tinkler, Chief Financial Officer	09/13/2016
	ZCOF Par Petroleum Holdings, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President	09/13/2016
	EGI Investors L.L.C.; By: /s/ Phillip G. Tinkler, Vice President	09/13/2016
	** Signature of Reporting Person	Date
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