Andeavor (TSO) Form 4/A ANDEAVOR / Blane W. Peery 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^*

Peery Blane W.

(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)
Vice President and Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/05/2018

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	03/01/2018		S(1)		2,159(2)	D	$89.64	3,842.45(3)	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. Represents a sale effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

2. On March 1, 2018, the Reporting Person's broker effected a sale pursuant to a previously adopted 10b5-1 plan, which was subsequently reported on Form 4 on March 5, 2018. Pursuant to the terms of that plan, 2,159 shares should have been sold on that date, however, due to broker error in effecting that transaction, only 1,012 shares were sold. Upon learning of this error, and without involvement or instruction from the Reporting Person, the broker engaged in its customary internal procedures to correct the error, by effectively cancelling the original transaction and effecting the transaction reported herein, as of the date dictated by the 10b5-1 plan.

3. Includes 190.45 shares held through the Andeavor 401(k) Plan (based upon a plan statement dated as of December 31, 2017).

Remarks:

	/s/ Elisa D. Watts, Attorney-in-Fact for Blane W. Peery	03/19/2018
	** 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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