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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 | |
HollyFrontier Corp 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201 |
X | Please see remarks | ||
HollyFrontier Holdings LLC 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201 |
see remarks | |||
Holly Logistics Ltd LLC 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201 |
See remarks. | |||
Navajo Pipeline Co., L.P. 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201 |
see remarks | |||
Navajo Refining Company, L.L.C. 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201 |
see remarks | |||
Holly Refining & Marketing Co - Woods Cross LLC 2828 N. HARWOOD SUITE 1300 DALLAS, TX 75201 |
see remarks |
Michael C. Jennings, CEO and President | 07/16/2012 | |
**Signature of Reporting Person | Date | |
Michael C. Jennings, CEO & President | 07/16/2012 | |
**Signature of Reporting Person | Date | |
By: Holly Logistic Services, L.L.C., its sole member / Bruce R. Shaw, SVP & CFO | 07/16/2012 | |
**Signature of Reporting Person | Date | |
By: Navajo Pipeline GP, L.L.C., its general partner ; Michael C. Jennings, CEO & President | 07/16/2012 | |
**Signature of Reporting Person | Date | |
Michael C. Jennings, CEO & President | 07/16/2012 | |
**Signature of Reporting Person | Date | |
Michael C. Jennings, CEO & President | 07/16/2012 | |
**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) | Prior to the date of the transaction occurring on 11/9/11, HEP Logistics Holdings, L.P. transferred all of the Common Units of Issuer it held to Holly Logistics Limited LLC ("Logistics"). As of the date of the transaction occurring on 11/9/11, these securities were owned by Logistics, Navajo Pipeline Co., L.P. ("NPC"), Navajo Refining Company, L.L.C. ("NRC") and Holly Refining & Marketing Company - Woods Cross LLC (successor by merger to Woods Cross Refining Company, L.L.C.) ("HRMC") as members of a "group" for purposes of Section 13(d) of the Exchange Act including (as of 11/9/11) Logistics, NPC, NRC, HRMC and HollyFrontier Corporation ("HFC"). Pursuant to an LLC Interest Purchase Agreement dated 11/9/11, Issuer acquired all of the equity interests in Cheyenne Logistics LLC and El Dorado Logistics LLC from the group in exchange for the issued securities. As of 11/9/11, these Common Units of Issuer were held 10,807,615 by Logistics, 127,440 by NPC, 59,844 by NRC and 30,213 by HRMC. |
(2) | As of the date of the transaction occurring on 7/12/12, a new "group" member for purposes of Section 13(d) of the Exchange Act, HollyFrontier Holdings LLC ("Holdings"), has joined the reporting group and acquired an aditional 1,029,900 Common Units of Issuer. As of the date hereof, the reporting "group" for the purposes of Section 13(d) of the Exchange Act consists of HFC, Holdings, Logistics, NPC, NRC and HRMC. Pursuant to an LLC Interest Purchase Agreement dated 7/12/12, Issuer acquired all of the equity interests in HEP UNEV Pipeline LLC from the group in exchange for the issued securities, which are held 1,029,900 by Holdings, 10,807,615 by Logistics, 127,440 by NPC, 59,844 by NRC and 30,213 by HRMC. |
(3) | The joint filers are jointly filing this Form 4 and information regarding the joint filers is available on this Form 4. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. |
Remarks: HFC directly owns 100% of each of Holdings, NRC and HRMC, and indirectly owns 100% of each of Logistics and NPC. |