Par Pacific (PARR) Form 4 PAR PACIFIC / William Monteleone 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^*

Monteleone William

(Last) (First) (Middle)

825 TOWN AND COUNTRY LANE, SUITE 1500

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PAR PACIFIC HOLDINGS, INC. [ PARR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2022

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	02/18/2022		A		11,133(1)	A	$14.91	273,725	D
Common stock	02/19/2022		F		1,135(2)	D	$14.91	272,375	D
Common stock	02/21/2022		F		540(3)	D	$14.81	271,835	D
Common stock	02/26/2022		F		495(4)	D	$13.54	271,340	D
Common stock	02/26/2022		A		10,126(5)	A	$13.54	281,466	D
Common stock	02/26/2022		F		2,466(6)	D	$13.54	279,000	D
Common stock	02/27/2022		F		487(7)	D	$13.6	278,513	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
Common stock (right to buy)	$14.91	02/18/2022		A		66,801		(8)	02/17/2030	Common stock	66,801	$0.00	66,801	D

Explanation of Responses:

1. Represents a grant of shares of restricted stock received by the reporting person. One fourth of the shares will vest on each of the first, second, third and fourth anniversaries of the grant date.

2. Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

3. Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

4. Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

5. Each performance-based restricted stock unit ("RSU") represents the right to receive, upon vesting, up to 120% of one share of Par Pacific Holdings, Inc. ("Par Pacific") common stock. The resulting number of shares of Par Pacific common stock acquired upon vesting of the performance-based RSU iscontingent upon the achievement of pre-established performance metrics, as approved by Par Pacific's Compensation Committee, over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date. Upon conversion, the reporting person received 10,126 shares of Par Pacific common stock.

6. Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of RSUs and resulting conversion into common stock.

7. Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

8. One fourth of the shares will vest on each of the first, second, third and fourth anniversaries of the grant date.

Remarks:

	/s/ William Monteleone	03/07/2022
	** 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).
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