Andeavor Logistics (ANDX) Form 4 ANDEAVOR LOGISTICS / Ruth Dreessen 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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X

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^*

Dreessen Ruth

(Last) (First) (Middle)

C/O ANDEAVOR LOGISTICS LP

200 E. HARDIN STREET

(Street)

FINDLAY OH 45840

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2019

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

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

X	Form filed by One Reporting Person
	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 (Limited Partner Interests)	07/30/2019		D		3,939.341	D	(1)(2)(3)	0	D

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

Explanation of Responses:

1. On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019 (the "Merger Agreement"), by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC, MPLX GP LLC and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of MPLX.

2. Pursuant to the Merger Agreement, at the Effective Time, each common unit representing a limited partner interest in the Issuer held by the Reporting Person was converted into the right to receive 1.135 common units (the "Public Unitholder Exchange Ratio") representing limited partner interests in MPLX. The closing price of common units representing limited partner interests in MPLX on July 29, 2019, which was the last complete trading day prior to the Effective Time, was $28.51 as reported on the New York Stock Exchange ("NYSE").

3. Pursuant to the Merger Agreement, each phantom unit of the Issuer held by the Reporting Person was converted, at the Effective Time, into the right to receive a cash payment equal to (i) the number of common units representing limited partner interests in the Issuer subject to such phantom units, whether or not vested, multiplied by (ii) the product of (A) the Public Unitholder Exchange Ratio and (B) $31.02645 (which amount represents the average of the volume weighted average price per unit of common units representing limited partner interests in MPLX on the NYSE on each of the ten (10) consecutive trading days ending with the complete trading day immediately prior to July 30, 2019).

Remarks:

The Reporting Person was a Director of Tesoro Logistics GP, LLC, the general partner of the Issuer. Until the Effective Time, the Issuer was managed by the directors and executive officers of Tesoro Logistics GP, LLC.

	/s/ Molly R. Benson, Attorney-in-Fact for Ruth Dreessen	08/01/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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