Marathon Petroleum (MPC) Form 3 Initial statement of insider ownership

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^*

MPLX LP

(Last) (First) (Middle)

200 E. HARDIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2019

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)
Limited Partner Interest	1(1)(2)	D(2)(3)(4)

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^*

MPLX LP

(Last) (First) (Middle)

200 E. HARDIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

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^*

MPLX GP LLC

(Last) (First) (Middle)

200 E. HARDIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPC Investment LLC

(Last) (First) (Middle)

539 SOUTH MAIN STREET

(Street)

FINDLAY OH 45840-3229

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPLX Logistics Holdings LLC

(Last) (First) (Middle)

200 E. HARDIN STREET

(Street)

FINDLAY OH 45840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ANDEAVOR LLC

(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)

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, by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC ("TLGP"), MPLX GP LLC (the "General Partner") 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. At the Effective Time, each common unit representing a limited partner interest in the Issuer was converted into the right to receive common units representing limited partner interests in MPLX at exchange ratios as set forth in the Merger Agreement. At the Effective Time, a limited partner interest in the Issuer which constitutes in the aggregate 100% of the aggregate partnership interest (as defined in Delaware Revised Uniform Limited Partnership Act, as amended) of all limited partners in the Issuer was issued to MPLX. Marathon Petroleum Corporation ("MPC") and certain of the other Reporting Persons may be deemed to beneficially own the limited partner interest of the Issuer owned by MPLX, but each disclaims beneficial ownership of such security except to the extent of each Reporting Person's pecuniary interest therein.

3. This Form 3 is filed jointly by MPC, MPC Investment LLC ("MPCI"), the General Partner, MPLX, MPLX Logistics Holdings LLC ("Logistics"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI") and Tesoro Refining & Marketing Company LLC ("TRMC"). Tesoro Alaska Company LLC ("TAC") and TLGP are also members of the Reporting Group but, as described below, are filing a separate Form 3 related to same event as this Form 3.

4. Following the Merger, MPCI, the General Partner, Logistics Holdings, WRSI and TLGP beneficially own approximately 63% of the common units representing limited partner interests in MPLX, and the General Partner owns the non-economic general partner interest in MPLX. MPCI, a direct wholly owned subsidiary of MPC, owns all of the membership interests in both the General Partner and Logistics Holdings. The General Partner is the general partner of MPLX. 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. WRSI, TAC and TRMC collectively own all of the membership interests in TLGP. Accordingly, MPCI, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.

Remarks:

This Form 3 is the first of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than ten Reporting Persons in the Reporting Group and the SEC's EDGAR filing system limits each Form 3 filing to a maximum of ten Reporting Persons. This Form 3 is jointly filed by MPC, MPCI, the General Partner, Logistics Holdings, MPLX, Andeavor LLC, WRI, GII, WRSI and TRMC.

	/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary of MPLX GP LLC, the General Partner of MPLX LP	08/09/2019
	/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation	08/09/2019
	/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, MPLX GP LLC	08/09/2019
	/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, MPC Investment LLC	08/09/2019
	/s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC	08/09/2019
	s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC	08/09/2019
	/s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc.	08/09/2019
	/s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc.	08/09/2019
	/s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc.	08/09/2019
	/s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC	08/09/2019
	** Signature of Reporting Person	Date
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