Western Refining Logistics (WNRL) 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^*

Western Acquisition Holdings, LLC

(Last) (First) (Middle)

C/O WESTERN REFINING, INC.,

123 W. MILLS AVENUE, SUITE 200

(Street)

EL PASO TX 79901

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/06/2016

3. Issuer Name and Ticker or Trading Symbol
Western Refining Logistics, LP [ WNRL ]

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

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

5. 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 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 representing limited partner interests	8,579,623(1)(2)	I(1)(2)	Through Western Refining Southwest, Inc.

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
Subordinated Units representing limited partner interests	(3)	(3)	Common Units	22,811,000	(3)	I(1)(2)(3)	Through Western Refining Southwest, Inc.

Explanation of Responses:

1. On September 6, 2016, pursuant to that certain Contribution Agreement by and between Western Acquisition Holdings, LLC ("WAH") and Western Refining Southwest, Inc. ("WRSW"), WAH contributed all of its limited partner interests in Northern Tier Energy LP to WRSW in exchange for 1,584 shares of common stock of WRSW (the "Acquisition").

2. WRSW directly owns 8,579,623 common units representing limited partner interests in the Issuer and 22,811,000 subordinated units representing limited partner interests in the Issuer. As a result of the Acquisition, WAH may be deemed to beneficially own the units of the Issuer directly owned by WRSW through its ability to control WRSW, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

3. Each subordinated unit will convert into one common unit representing a limited partner interest in the Issuer at the end of the subordination period as set forth in the Second Amended and Restated Agreement of Limited Partnership of the Issuer, which is filed as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 2, 2015.

Remarks:

WAH has a controlling interest in WRSW, which has the right to appoint all of the directors of the Board of Directors of Western Refining Logistics GP, LLC, the general partner of the Issuer. Therefore, WAH may be deemed a director by deputization.

	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer	09/16/2016
	** 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 5 (b)(v).
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