Andeavor (TSO) Form 4 ANDEAVOR / Steven Sterin 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^*

Sterin Steven

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO, TX 78259

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDEAVOR [ ANDV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2018

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 Stock	02/13/2018		M		10,796	A	(1)	35,255	D
Common Stock	02/13/2018		F(2)		3,561	D	$97.77	31,694	D
Common Stock	02/13/2018		A		7,309	A	(3)	39,003	D
Common Stock	02/13/2018		F(4)		2,877	D	$97.77	36,126	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
Market Stock Unit Award	(1)	02/13/2018		M			6,864	(1)	(1)	Common Stock	6,864(1)	$0	0	D
Market Stock Unit Award	(5)	02/13/2018		A		9,460		(5)	(5)	Common Stock	9,460(5)	$0	9,460	D

Explanation of Responses:

1. Vesting and settlement of market stock unit award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The market stock units vested on the third anniversary of the grant date, were adjusted based upon an ANDV stock price performance multiple, and were settled in shares of common stock upon certification by the Compensation Committee.

2. These shares of common stock were automatically withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of the market stock unit award described in footnote 1.

3. Vesting and settlement of TSR-based performance share award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The performance share award vested on December 31, 2017, the end of the three-year performance period, and was settled in shares of common stock upon certification by the Compensation Committee.

4. These shares of common stock were automatically withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of the performance share award described in footnote 3.

5. Market stock unit award granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The market stock units will vest on the third anniversary of the grant date and will be settled in shares of common stock. The number of shares received will be adjusted upon vesting to between 50% and 200% of the awarded amount based upon an ANDV stock price performance multiple.

Remarks:

	/s/ Elisa D. Watts, Attorney-in-Fact for Steven M. Sterin	02/15/2018
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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