Andeavor (TSO) Form 3 Western Refining Logistics / ANDEAVOR ownership change

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^*

ANDEAVOR LOGISTICS LP

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2017

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)		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(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^*

ANDEAVOR LOGISTICS LP

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ANDEAVOR

(Last) (First) (Middle)

19100 RIDGEWOOD PARKWAY

(Street)

SAN ANTONIO TX 78259

(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

(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

(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

(City) (State) (Zip)

Explanation of Responses:

1. On October 30, 2017 (the "Closing Date") and effective as of 4:01 p.m. Eastern Time, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 13, 2017, by and among Andeavor Logistics LP, a Delaware limited partnership ("Andeavor Logistics"), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of Andeavor Logistics ("TLLP GP"), Western Refining Logistics, LP, a Delaware limited partnership ("WNRL"), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL, WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Andeavor Logistics ("LP Merger Sub"), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly-owned-subsidiary of Andeavor Logistics, LP Merger Sub merged with and into WNRL (the "Merger"), with WNRL surviving such Merger as a wholly-owned subsidiary of Andeavor Logistics.

2. Under the terms of the Merger Agreement, each common unit representing limited partnership interests in WNRL issued and outstanding immediately prior to the effective time of the Merger was converted into, and become exchangeable for, 0.5233 of a common unit representing limited partner interests in Andeavor Logistics. Upon the consummation of the Merger, the limited liability company interests in LP Merger Sub held by Andeavor Logistics were converted into a limited partner interest in WNRL. As a result, following the Merger, Andeavor Logistics owns the sole limited partner interest in WNRL, constituting 100% of the aggregate partnership interest of all partners in WNRL.

3. Following the Merger, Andeavor Logistics directly owns the limited partner interest in WNRL. As described below, Andeavor, Tesoro Refining & Marketing Company, LLC ("TRMC"), Tesoro Alaska Company LLC ("Tesoro Alaska") and TLLP GP may be deemed to beneficially own the limited partner interest in WNRL through their ownership in Andeavor Logistics.

4. This Form 3 is being filed jointly by Andeavor Logistics, Andeavor, TLLP GP, Tesoro Alaska and TRMC. Tesoro Alaska and TRMC are wholly owned subsidiaries of Andeavor, and Tesoro Alaska, TRMC and Andeavor collectively own 100% of TLLP GP. TLLP GP is the general partner of Andeavor Logistics. After the Merger, Andeavor, TLLP GP, Tesoro Alaska and TRMC collectively beneficially own approximately 58.7% of the common units representing limited partnership interests in Andeavor Logistics, as well as the non-economic general partner interest in Andeavor Logistics. Andeavor, Tesoro Alaska, TRMC and TLLP GP may be deemed to beneficially own the securities of the Issuer held directly by Andeavor Logistics, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Elisa D. Watts, Assistant Secretary of Andeavor	11/02/2017
	/s/ Elisa D. Watts, Assistant Secretary of Tesoro Refining & Marketing Company, LLC	11/02/2017
	/s/ Elisa D. Watts, Assistant Secretary of Tesoro Alaska Company LLC	11/02/2017
	/s/ Elisa D. Watts, Assistant Secretary of Tesoro Logistics GP, LLC	11/02/2017
	/s/ Elisa D. Watts, Assistant Secretary of Andeavor Logistics LP	11/02/2017
	** Signature of Reporting Person	Date
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