Tesoro Logistics GP Form 4 TESORO LOGISTICS / CORP /NEW/ TESORO 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^*

TESORO CORP /NEW/

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259-1828

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TESORO LOGISTICS LP [ TLLP ]

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)
11/21/2016

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
Common units representing limited partnership interests	11/21/2016		A		860,933	A	(1)	34,055,042	D(2)(3)

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 CORP /NEW/

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259-1828

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TESORO REFINING & MARKETING Co LLC

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259-1828

(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 78259-1828

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tesoro Logistics GP, LLC

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259-1828

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Contribution, Conveyance and Assumption Agreement dated November 21, 2016 among the Issuer, Tesoro Logistics GP, LLC (the "General Partner"), Tesoro Corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Logistics Operations LLC, the General Partner agreed to contribute certain assets to the Issuer in exchange for 860,933 common units representing limited partner interests in the Issuer ("Common Units"), approximately $360 million in cash and 17,570 general partner units necessary to restore and maintain its 2% general partner interest in the Issuer.

2. This Form 4 is filed jointly by Tesoro, the General Partner, TRMC and Tesoro Alaska Company LLC ("Tesoro Alaska"). The General Partner owns a 2% general partner interest in the Issuer. Tesoro, Tesoro Alaska and TRMC collectively own 100% of the membership interests in the General Partner (Tesoro: 2.9%, Tesoro Alaska: 15.3%, and TRMC: 81.8%). Tesoro owns 100% of the securities of each of TRMC and Tesoro Alaska. Tesoro, Tesoro Alaska and TRMC may be deemed to beneficially own the securities of the Issuer held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. (Continued from footnote 2) Following the transactions reported on this Form 4, Tesoro directly owns 15,620,925 Common Units, the General Partner directly owns 9,644,050 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/ Kim K.W. Rucker, Executive Vice President, General Counsel and Secretary, Tesoro Corporation	11/21/2016
	/s/ Kim K.W. Rucker, Executive Vice President, Tesoro Refining & Marketing Company LLC	11/21/2016
	/s/ Kim K.W. Rucker, Executive Vice President and General Counsel, Tesoro Alaska Company LLC	11/21/2016
	/s/ Kim K.W. Rucker, Executive Vice President and General Counsel, Tesoro Logistics, GP LLC	11/21/2016
	** Signature of Reporting Person	Date
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