| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ANDEAVOR LOGISTICS LP [ ANDX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/06/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 units representing limited partner interests | 08/06/2018 | A | 28,283,742(1) | A | (1) | 156,173,128 | I | See Footnote(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Contribution, Conveyance and Assumption Agreement dated August 6, 2018 (the "Contribution Agreement") among Andeavor ("Andeavor"), Western Refining Southwest, Inc. ("WRS") and certain other subsidiaries of Andeavor, on the one hand, and the Issuer and certain subsidiaries of the Issuer, on the other hand, WRS, Andeavor's indirect wholly owned subsidiary, contributed certain assets to the Issuer in exchange for 28,283,742 common units representing limited partner interests in the Issuer ("Common Units") and $300.0 million in cash. |
| 2. Andeavor and its subsidiaries (other than the general partner of the Issuer) have consolidated ownership of all Common Units that they own in WRS as part of an internal reorganization. As a result, 15,620,925 Common Units previously reported as directly owned by Andeavor are now reflected as indirectly owned by Andeavor. Additionally, as a result of the internal reorganization, WRS now also directly and indirectly owns 100% of the membership interests in the General Partner. |
| 3. (Continued from footnote 2) As WRS is an indirect wholly owned subsidiary of Andeavor, Andeavor may be deemed to beneficially own the 88,624,852 Common Units directly owned by the General Partner and the 67,548,276 Common Units owned directly by WRS, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. WRS may be deemed to beneficially own the 88,624,852 Common Units directly owned by the General Partner, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| Remarks: |
| /s/ Elisa D. Watts, Assistant Secretary of Andeavor | 08/08/2018 | |
| /s/ Elisa D. Watts, Assistant Secretary of Western Refining Southwest, Inc. | 08/08/2018 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
