Andeavor Logistics (ANDX) Form 4 Change in insider ownership

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^*

TESORO REFINING & MARKETING Co LLC

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDEAVOR LOGISTICS LP [ ANDX ]

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)
10/30/2017

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 units representing limited partnership interests	10/30/2017		A		78,000,000	A	(1)(2)	112,055,042	D(3)(4)

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^*

TESORO REFINING & MARKETING Co LLC

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tesoro Alaska Pipeline Co LLC

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tesoro Logistics GP, LLC

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

Remarks:

	/s/ Elisa D. Watts, Assistant Secretary of Tesoro Refining & Marketing Company LLC	11/01/2017
	/s/Elisa D. Watts, Assistant Secretary of Tesoro Alaska Company LLC	11/01/2017
	/s/ Elisa D. Watts, Assistant Secretary of Tesoro Logistics GP, LLC	11/01/2017
	** Signature of Reporting Person	Date
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