Andeavor Logistics (ANDX) Form 3 ANDEAVOR LOGISTICS / ANDEAVOR ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Marathon Petroleum Corp

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units (Limited Partner Interests)	156,173,128(1)(2)	I	See Footnotes (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Marathon Petroleum Corp

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ANDEAVOR

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Western Refining, Inc.

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Giant Industries, Inc.

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Western Refining Southwest, Inc.

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TESORO REFINING & MARKETING Co LLC

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tesoro Alaska Pipeline Co LLC

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tesoro Logistics GP, LLC

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is submitted jointly by Marathon Petroleum Corporation ("MPC"), Andeavor LLC (as successor by merger to Andeavor), Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), and Tesoro Logistics GP, LLC ("TLGP"). 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. All of the membership interests in TLGP are held by TRMC, TAC, and WRSI. Accordingly, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.

2. The Common Units are held by TLGP (88,624,852) and WRSI (67,548,276). Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 29, 2018 (as amended, the "Merger Agreement"), by and among MPC, Andeavor, Mahi Inc. and Mahi LLC (n/k/a Andeavor LLC), Andeavor merged with and into Mahi Inc., with Andeavor surviving, and immediately following, Andeavor merged with and into Mahi LLC (n/k/a Andeavor LLC), with Mahi LLC (n/k/a Andeavor LLC) surviving the merger as a wholly owned subsidiary of MPC. MPC, Andeavor LLC, WRI, GII, TRMC and TAC each disclaims beneficial ownership of the Common Units of the Issuer except to the extent of its pecuniary interest therein. TLGP also owns the noneconomic general partner interest in the Issuer. MPC, Andeavor LLC, WRI, GII, WRSI, TRMC and TAC may be deemed to be the indirect beneficial owners of the noneconomic general partner interest in the Issuer, but each disclaims beneficial ownership except to the extent of its pecuniary interest.

Remarks:

	/s/ Molly R. Benson, Vice President, Corporate Secretary and Chief Compliance Officer, Marathon Petroleum Corporation	10/03/2018
	/s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC	10/03/2018
	/s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc.	10/03/2018
	/s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc.	10/03/2018
	/s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc.	10/03/2018
	/s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC	10/03/2018
	/s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC	10/03/2018
	/s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, Tesoro Logistics GP, LLC	10/03/2018
	** Signature of Reporting Person	Date
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