Andeavor (TSO) SC 13D/A Tesoro Logistics LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Tesoro Logistics LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

88160T107

(CUSIP Number)

Bryn Sappington

Fulbright & Jaworski LLP

2200 Ross Avenue, Suite 2800

Dallas, Texas 75201-2784

(214) 855-7180

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2014

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No: 88160T107

1	NAMES OF REPORTING PERSONS. Tesoro Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 27-4151603
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,920,7341
		8	SHARED VOTING POWER 12,189,9801
		9	SOLE DISPOSITIVE POWER 6,920,7341
		10	SHARED DISPOSITIVE POWER 12,189,9801
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,110,7141
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.1%2
14	TYPE OF REPORTING PERSON CO

1. Includes the conversion of all 15,254,890 issued and outstanding subordinated units representing limited partner interests in the Issuer, which were converted into common units representing limited partner interests in the Issuer (“Common Units”) on a one-for-one basis, effective May 16, 2014, upon the expiration of the subordination period as set forth in the Issuer’s First Amended and Restated Agreement of Limited Partnership. The Reporting Person may also be deemed to be the indirect beneficial owner of the 2.0% general partner interest in the Issuer.

2. Based upon approximately 54,455,552 Common Units issued and outstanding as of May 16, 2014, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

1	NAMES OF REPORTING PERSONS. Tesoro Refining & Marketing Company LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 76-0489496
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 11,618,9151
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 11,618,9151
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,618,9151
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.3%2
14	TYPE OF REPORTING PERSON �� OO

1. Includes the conversion of all 15,254,890 issued and outstanding subordinated units representing limited partner interests in the Issuer, which were converted into common units representing limited partner interests in the Issuer (“Common Units”) on a one-for-one basis, effective May 16, 2014, upon the expiration of the subordination period as set forth in the Issuer’s First Amended and Restated Agreement of Limited Partnership. The Reporting Person may also be deemed to be the indirect beneficial owner of the 2.0% general partner interest in the Issuer.

2. Based upon approximately 54,455,552 Common Units issued and outstanding as of May 16, 2014, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

1	NAMES OF REPORTING PERSONS. Tesoro Alaska Company I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 74-1646130
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 571,0651
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 571,0651
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 571,0651
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%2
14	TYPE OF REPORTING PERSON CO

1. Includes the conversion of all 15,254,890 issued and outstanding subordinated units representing limited partner interests in the Issuer, which were converted into common units representing limited partner interests in the Issuer (“Common Units”) on a one-for-one basis, effective May 16, 2014, upon the expiration of the subordination period as set forth in the Issuer’s First Amended and Restated Agreement of Limited Partnership.

2. Based upon approximately 54,455,552 Common Units issued and outstanding as of May 16, 2014, with such figure provided to the Reporting Persons by the Issuer.

CUSIP No: 88160T107

1	NAMES OF REPORTING PERSONS. Tesoro Logistics GP, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 27-4151395
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,550,9341
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,550,9341
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,550,9341
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%2
14	TYPE OF REPORTING PERSON OO

1. Includes common units representing limited partner interests in the Issuer (“Common Units”). The Reporting Person, sole general partner of the Issuer, owns 1,110,282 general partner units representing a 2.0% general partner interest in the Issuer, as well as incentive distribution rights in the Issuer, entitling the Reporting Person to receive increasing percentages of quarterly distributions in excess of specified amounts.

2. Based upon approximately 54,455,552 Common Units issued and outstanding as of May 16, 2014, with such figure provided to the Reporting Persons by the Issuer.

Explanatory Note:This Amendment No. 3 amends and supplements the statement on Schedule 13D filed by Tesoro Corporation (“Tesoro”), Tesoro Refining and Marketing Company (“TRMC”), Tesoro Alaska Company (“Tesoro Alaska”) and Tesoro Logistics GP, LLC (the “General Partner”) on September 14, 2012, and as amended on June 3, 2013 and December 9, 2013 (the “Initial Statement”).

Item 2. Identity and Background.

Item 2 of the Initial Statement is hereby supplemented as follows:

The information required by subparagraphs (a), (b), (c) and (f) of this Item with respect to the directors and executive officers of the Reporting Persons is set forth on Schedule A attached hereto and is incorporated herein by reference. Such schedule amends and restates, as to the information required by such subparagraphs, the information contained in Schedule A of the Initial Statement.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Initial Statement is hereby supplemented as follows:

All 15,254,890 issued and outstanding subordinated units representing limited partner interests in the Issuer (“Subordinated Units”) were converted into common units representing limited partner interests in the Issuer (“Common Units”) on a one-for-one basis, effective May 16, 2014, upon the expiration of the subordination period as set forth in the Issuer’s First Amended and Restated Agreement of Limited Partnership.

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Initial Statement is amended and restated as follows:

(a) Items 11 and 13 of each Cover Page state the aggregate number and percentage of Common Units beneficially owned by the applicable Reporting Person. Such information is incorporated herein by reference.

All 15,254,890 issued and outstanding Subordinated Units were converted into Common Units on a one-for-one basis, effective May 16, 2014, upon the expiration of the subordination period as set forth in the Issuer’s First Amended and Restated Agreement of Limited Partnership. As of May 16, 2014, the approximate number of Common Units issued and outstanding is 54,455,552.

As of May 16, 2014, (i) Tesoro is the record holder of 6,920,734 Common Units, over which it has sole voting and dispositive power; (ii) TRMC is the record holder of 8,067,981 Common Units, over which it shares voting and dispositive power with Tesoro due to Tesoro’s ownership of 100% of the securities of TRMC; and (iii) Tesoro Alaska is the record holder of 571,065 Common Units, over which it shares voting and dispositive power with Tesoro due to Tesoro’s ownership of 100% of the securities of Tesoro Alaska.

As of May 16, 2014, the General Partner is the record holder of 3,550,934 Common Units. The General Partner shares voting and dispositive power over these Common Units with Tesoro and TRMC due to Tesoro’s and TRMC’s collective ownership of 100% of the General Partner’s membership interests (4% and 96%, respectively).

The number of Common Units held by each of the Reporting Person’s directors and executive officers is set forth on Schedule A and is incorporated herein by reference.

Each of the Reporting Persons disclaims beneficial ownership of the securities held by others, including the other Reporting Persons, except to the extent of such Reporting Person’s pecuniary interest therein, if any.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 20, 2014

TESORO CORPORATION
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President, General Counsel and Secretary
TESORO REFINING & MARKETING COMPANY LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President and Secretary
TESORO ALASKA COMPANY
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President, General Counsel and Secretary
TESORO LOGISTICS GP, LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Vice President, General Counsel and Secretary

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF TESORO CORPORATION

The business address of each person listed below is c/o Tesoro Corporation, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

Name	Present Principal Occupation	Common Units Held
Rodney F. Chase	Non-Executive Chairman for Genel Energy, plc		0
Gregory J. Goff	President and Chief Executive Officer of Tesoro Corporation		35,653
Robert W. Goldman	Independent Financial Consultant		4,100
Steven H. Grapstein	Chief Executive Officer of Como Holdings USA, Inc.		5,000
Mary Pat McCarthy	Retired		0
David Lilley	Retired		0
J.W. Nokes	Retired		0
Susan Tomasky	Retired		0
Michael E. Wiley	Retired		0
Patrick Y. Yang	Retired		0

Executive Officers:

Name	Position at Tesoro Corporation	Common Units Held
Gregory J. Goff	President and Chief Executive Officer		35,653
Charles S. Parrish	Executive Vice President, General Counsel and Secretary		5,782
G. Scott Spendlove	Senior Vice President, Chief Financial Officer		5,782
Daryl R. Schofield	Senior Vice President, Commercial		0
Arlen O. Glenewinkel, Jr.	Vice President and Controller		0
Keith M. Casey	Senior Vice President, Strategy and Business Development		0

[Schedule A Continues on Next Page]

DIRECTORS AND EXECUTIVE OFFICERS OF

TESORO REFINING & MARKETING COMPANY LLC

The business address of each person listed below is c/o Tesoro Refining & Marketing Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

Name	Present Principal Occupation	Common Units Held
Gregory J. Goff	President and Chief Executive Officer of Tesoro Corporation		35,653
Charles S. Parrish	Executive Vice President, General Counsel and Secretary of Tesoro Corporation		5,782
G. Scott Spendlove	Senior Vice President and Chief Financial Officer of Tesoro Corporation		5,782

Executive Officers:

Name	Position at Tesoro Refining and Marketing Company	Common Units Held
Gregory J. Goff	President and Chief Executive Officer		35,653
Charles S. Parrish	Executive Vice President and Secretary		5,782
G. Scott Spendlove	Senior Vice President, Chief Financial Officer		5,782
Daryl R. Schofield	Senior Vice President, Commercial		0
Arlen O. Glenewinkel, Jr.	Vice President and Controller		0
Keith M. Casey	Senior Vice President, Strategy and Business Development		0

[Schedule A Continues on Next Page]

DIRECTORS AND EXECUTIVE OFFICERS OF TESORO ALASKA COMPANY

The business address of each person listed below is c/o Tesoro Alaska Company, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

Name	Present Principal Occupation	Common Units Held
Gregory J. Goff	President and Chief Executive Officer of Tesoro Corporation		35,653
Charles S. Parrish	Executive Vice President, General Counsel and Secretary of Tesoro Corporation		5,782
G. Scott Spendlove	Senior Vice President and Chief Financial Officer of Tesoro Corporation		5,782

Executive Officers:

Name	Position at Tesoro Alaska Company	Common Units Held
Gregory J. Goff	President and Chief Executive Officer		35,653
Charles S. Parrish	Executive Vice President, General Counsel and Secretary		5,782
G. Scott Spendlove	Senior Vice President, Chief Financial Officer		5,782
Daryl R. Schofield	Senior Vice President, Commercial		0
Arlen O. Glenewinkel, Jr.	Vice President and Controller		0
Keith M. Casey	Senior Vice President, Strategy and Business Development		0

[Schedule A Continues on Next Page]

DIRECTORS AND EXECUTIVE OFFICERS OF TESORO LOGISTICS GP, LLC

The business address of each person listed below is c/o Tesoro Logistics GP, LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

Name	Present Principal Occupation	Common Units Held
Gregory J. Goff	President and Chief Executive Officer of Tesoro Corporation		35,653
Raymond J. Bromark	Retired		8,037
James H. Lamanna	President of Timeless Triumph LLC (a consulting firm)		5,019
Thomas C. O’Connor	President and Chief Executive Officer of DCP Midstream, LLC		12,802
Phillip M. Anderson	President of Tesoro Logistics GP, LLC		16,251
Charles S. Parrish	Executive Vice President, General Counsel and Secretary of Tesoro Corporation		5,782
G. Scott Spendlove	Senior Vice President and Chief Financial Officer of Tesoro Corporation		5,782
Keith M. Casey	Senior Vice President, Strategy and Business Development of Tesoro Corporation		0

Executive Officers:

Name	Position at Tesoro Logistics GP, LLC	Common Units Held
Gregory J. Goff	Chairman of the Board and Chief Executive Officer		35,653
Phillip M. Anderson	President		16,251
Charles S. Parrish	Vice President, General Counsel and Secretary		5,782
G. Scott Spendlove	Vice President and Chief Financial Officer		5,782
Arlen O. Glenewinkel, Jr.	Vice President and Controller		0
Keith M. Casey	Vice President, Strategy		0

[Schedule A Continues on Next Page]

TRANSACTIONS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF THE

REPORTING PERSONS

• None.

[End of Schedule A]