Edgar Filing: TESORO CORP /NEW/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Parrish Charles S

2. Issuer Name and Ticker or Trading Symbol
TESORO CORP /NEW/ [TSO]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Gen Counsel & Sec

(Last)

(First)

(Middle)

19100 RIDGEWOOD PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2014

(Street)

SAN ANTONIO, TX 78259

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2014		M		35,000	A	$ 12.93	115,440 ⁽¹⁾	D
Common Stock	08/15/2014		S		35,000	D	⁽²⁾	80,440	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Right to Buy

$ 12.93

08/15/2014

35,000

⁽³⁾

05/05/2020

Common Stock

35,000

⁽²⁾

124,700

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Parrish Charles S 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX 78259			EVP, Gen Counsel & Sec

Signatures

Jean M Mosel, Attorney-in-Fact for Charles S. Parrish		08/15/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Balance includes direct ownership of 80,440 shares.
(2)	Shares sold as follows: 200 at 62.61; 300 at 62.62; 500 at 62.64; 300 at 62.65; 200 at 62.66; 300 at 62.67; 200 at 62.68; 495 at 62.69; 355 at 62.70; 1400 at 62.71400 at 62.72; 933 at 62.73; 400 at 62.74; 400 at 62.75; 800 at 62.76; 2100 at 62.77; 1000 at 62.78; 700 at 62.79; 1201 at 62.80; 100 at 62.81; 800 at 62.82; 1100 at 62.83; 183 at 62.84; 300 at 62.85; 900 at 62.86; 700 at 62.87; 900 at 62.88; 117 at 62.89; 900 at 62.90; 392 at 62.91; 700 at 62.92; 508 at 62.93; 500 at 62.94; 300 at 62.95; 700 at 62.96; 400 at 62.97; 500 at 62.98; 400 at 62.99; 1000 at 63.05; 300 at 63.10; 600 at 63.11; 400 at 63.16; 100 at 63.17; 100 at 63.18; 100 at 63.21; 400 at 63.24; 900 at 63.25; 1000 63.26; 400 at 6327; 100 at 63.29; 500 at 63.30; 100 at 63.31; 300 at 63.32; 300 at 63.33; 400 at 63.34; 200 at 63.35; 300 at 63.36; 100 at 63.37; 100 at 63.38; 482 at 63.39; 518 at 63.40; 516 at 63.41; 688 at 63.42; 700 at 63.43; 400 at 63.44; 900 at 63.45; 112 at 63.46; and 400 at 63.47.
(3)	Grant has a graded vesting schedule. Date exercisable will vary for each vesting schedule.

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