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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TESORO CORP /NEW/ 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX 78259-1828 |
X | X | ||
TESORO REFINING & MARKETING Co LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX 78259-1828 |
X | X | ||
TESORO ALASKA Co LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX 78259-1828 |
X | X | ||
Tesoro Logistics GP, LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX 78259-1828 |
X | X |
/s/ Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Corporation | 10/24/2014 | |
**Signature of Reporting Person | Date | |
/s/ Charles S. Parrish, Executive Vice President and Secretary, Tesoro Refining & Marketing Company LLC | 10/24/2014 | |
**Signature of Reporting Person | Date | |
/s/ Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Alaska Company LLC | 10/24/2014 | |
**Signature of Reporting Person | Date | |
/s/ Charles S. Parrish, Vice President, General Counsel and Secretary, Tesoro Logistics GP, LLC | 10/24/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares purchased by Tesoro Corporation ("Tesoro") in the Issuer's underwritten public offering of 23,000,000 common units representing limited partnership interests in the Issuer ("Common Units"), which closed on October 24, 2014. |
(2) | This Form 4 is filed jointly by Tesoro, Tesoro Logistics GP, LLC (the "General Partner"), Tesoro Refining & Marketing Company LLC ("TRMC") and Tesoro Alaska Company LLC ("Tesoro Alaska"). The General Partner owns a 2% general partner interest in the Issuer. Tesoro, Tesoro Alaska and TRMC collectively own 100% of the membership interests in the General Partner (Tesoro Alaska: 0.5%, Tesoro: 5.0%, and TRMC: 94.5%). Tesoro owns 100% of the securities of each of TRMC and Tesoro Alaska. Tesoro, Tesoro Alaska and TRMC may be deemed to beneficially own the securities of the Issuer held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Following the transactions reported on this Form 4, Tesoro directly owns 15,620,925 Common Units, the General Partner directly owns 3,921,777 Common Units, TRMC directly owns 8,067,981 Common Units and Tesoro Alaska owns 571,065 Common Units. |