If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following
box. ☐
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act.
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|
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|
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1
|
|
Names of
reporting persons.
Andeavor Logistics LP
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
27-4151603
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2
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|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO
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5
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|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
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|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
100% of the aggregate partnership
interest
1
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
100% of the aggregate partnership
interest
1
|
11
|
|
Aggregate amount beneficially owned by each reporting person
100% of the aggregate partnership interest
1
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
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13
|
|
Percent of class represented by amount
in Row (11)
100%
1
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14
|
|
Type of reporting person
CO
|
1.
|
The Reporting Person has the sole limited partner interest in Western Refining Logistics, LP (the Issuer or WNRL) which constitutes 100% of the aggregate partnership interest of all partners in
the Issuer. The Reporting Person may also be deemed to be the indirect beneficial owner of the noneconomic general partner interest in the Issuer.
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1
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|
Names of
reporting persons.
Andeavor
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
95-0862768
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2
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO
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5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
100% of the aggregate partnership
interest
1
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
100% of the aggregate partnership
interest
1
|
11
|
|
Aggregate amount beneficially owned by each reporting person
100% of the aggregate partnership interest
1
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
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13
|
|
Percent of class represented by amount
in Row (11)
100%
1
|
14
|
|
Type of reporting person
CO
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1.
|
The Reporting Person may be deemed to be the indirect beneficial owner of the sole limited partner interest in the Issuer, which constitutes 100% of the aggregate partnership interest of all partners in the Issuer. The
Reporting Person may also be deemed to be the indirect beneficial owner of the noneconomic general partner interest in the Issuer.
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1
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Names of
reporting persons.
Tesoro Refining & Marketing Company LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
76-0489496
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2
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|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
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3
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SEC use only
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4
|
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Source of funds
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
100% of the aggregate partnership
interest
1
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
100% of the aggregate partnership
interest
1
|
11
|
|
Aggregate amount beneficially owned by each reporting person
100% of the aggregate partnership interest
1
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
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13
|
|
Percent of class represented by amount
in Row (11)
100%
1
|
14
|
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Type of reporting person
OO
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1.
|
The Reporting Person may be deemed to be the indirect beneficial owner of the sole limited partner interest in the Issuer, which constitutes 100% of the aggregate partnership interest of all partners in the Issuer. The
Reporting Person may also be deemed to be the indirect beneficial owner of the noneconomic general partner interest in the Issuer.
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1
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Names of
reporting persons.
Tesoro Alaska Company LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
74-1646130
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2
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|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
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3
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SEC use only
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4
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Source of funds
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
100% of the aggregate partnership
interest
1
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
100% of the aggregate partnership
interest
1
|
11
|
|
Aggregate amount beneficially owned by each reporting person
100% of the aggregate partnership interest
1
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
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13
|
|
Percent of class represented by amount
in Row (11)
100%
1
|
14
|
|
Type of reporting person
OO
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1.
|
The Reporting Person may be deemed to be the indirect beneficial owner of the sole limited partner interest in the Issuer, which constitutes 100% of the aggregate partnership interest of all partners in the Issuer. The
Reporting Person may also be deemed to be the indirect beneficial owner of the noneconomic general partner interest in the Issuer.
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1
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Names of
reporting persons.
Tesoro Logistics GP, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
27-4151395
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2
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|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
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3
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SEC use only
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4
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Source of funds
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or place of
organization
Arizona
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
100% of the aggregate partnership
interest
1
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
100% of the aggregate partnership
interest
1
|
11
|
|
Aggregate amount beneficially owned by each reporting person
100% of the aggregate partnership interest
1
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
100%
1
|
14
|
|
Type of reporting person
OO
|
1.
|
The Reporting Person may be deemed to be the indirect beneficial owner of the sole limited partner interest in the Issuer, which constitutes 100% of the aggregate partnership interest of all partners in the Issuer. The
Reporting Person may also be deemed to be the indirect beneficial owner of the noneconomic general partner interest in the Issuer.
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1
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Names of
reporting persons.
Western Refining, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
20-3472415
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2
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|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
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3
|
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SEC use only
|
4
|
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Source of funds
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0%
|
14
|
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Type of reporting person
CO
|
|
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1
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|
Names of
reporting persons.
Giant Industries, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
86-0642718
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2
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0%
|
14
|
|
Type of reporting person
OO
|
|
|
|
|
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1
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|
Names of
reporting persons.
Western Acquisition Holdings, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
81-0866235
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2
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0%
|
14
|
|
Type of reporting person
OO
|
|
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1
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|
Names of
reporting persons.
Western Refining Southwest, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
86-0218157
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2
|
|
Check the appropriate box if a member
of a group
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Arizona
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0%
|
14
|
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Type of reporting person
OO
|
Explanatory Note:
This Amendment No. 4 (this Amendment) amends and supplements the
statement on Schedule 13D filed by Andeavor (Andeavor), Western Refining, Inc. (Western), Giant Industries, Inc. (Giant ), Western Acquisition Holdings, LLC (WAH) and Western Refining Southwest, Inc.
(WRSW) on June 1, 2017, as amended on July 20, 2017, August 9, 2017, and August 14, 2017 (the Initial Statement). The Initial Statement shall not be modified except as specifically provided herein. In
accordance with Rule
13d-1(k)(1)
promulgated pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), the reporting persons named in Item 2 below have executed a written
agreement relating to the joint filing of this Statement (the Joint Filing Agreement), a copy of which is annexed hereto as Exhibit L.
Item 2.
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Identity and Background
|
Item 2 of the Initial Statement is hereby amended and supplemented as follows:
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(i)
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Andeavor Logistics LP, a Delaware limited partnership (Andeavor Logistics);
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(ii)
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Andeavor, a Delaware corporation (Andeavor);
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(iii)
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Tesoro Refining and Marketing Company, a Delaware corporation (TRMC);
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(iv)
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Tesoro Alaska Company LLC, a Delaware limited liability company (Tesoro Alaska); and
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(v)
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Tesoro Logistics GP, LLC, a Delaware limited liability company and general partner of Andeavor Logistics (TLLP GP and, together with Andeavor Logistics, Andeavor, TRMC and Tesoro Alaska, the New
Reporting Persons, and the New Reporting Persons, together with Western, Giant, WAH and WRSW, the Reporting Persons).
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All
disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the
appropriate party.
Andeavor Logistics and Andeavor are independent refiners and marketers of petroleum products. TRMC and Tesoro Alaska are both
wholly-owned subsidiaries of Andeavor that produce and market refined petroleum products. Andeavor, TRMC and Tesoro Alaska collectively own 100% of TLLP GPs membership interests. The principal business address and principal office address of
each of the Reporting Persons is 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828.
The information required by Item 2 of Schedule 13D with respect
to the directors and executive officers of the Reporting Persons is set forth on Schedule A hereto, which amends and supplements, as to the information required by subparagraphs (a), (b), (c) and (f) of this Item, the information contained in
Schedule A of the Initial Statement, and is incorporated herein by reference.
During the last five years, none of the Reporting Persons nor, to the best
of the Reporting Persons knowledge, any of the persons identified on Schedule A has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons knowledge, any of the persons identified on Schedule
A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
|
Item 3 of the Initial Statement is hereby amended and
supplemented as follows:
The information provided or incorporated by reference in Item 4 below is hereby incorporated by reference into this Item 3.
Item 4.
|
Purpose of the Transaction.
|
Item 4 of the Initial Statement is hereby amended and supplemented as
follows:
On October 30, 2017 (the Closing Date) and effective as of 4:01 p.m. Eastern Time, pursuant to the Agreement and Plan of Merger
(the Merger Agreement), dated as of August 13, 2017, by and among Andeavor Logistics, TLLP GP, Western
Refining Logistics, LP, a Delaware limited partnership (WNRL), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL (WNRL
GP), WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Andeavor Logistics (LP Merger Sub), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly-owned-subsidiary of
Andeavor Logistics (GP Merger Sub), (1) LP Merger Sub merged with and into WNRL (the Merger), with WNRL surviving such Merger as a wholly-owned subsidiary of Andeavor Logistics, and (2) GP Merger Sub merged with and into
WNRL GP (the GP Merger), with WNRL GP surviving as a wholly-owned subsidiary of Andeavor Logistics.
Under the terms of the Merger Agreement,
at the effective time of the Merger, (i) each common unit representing limited partnership interests in WNRL (each, a WNRL Common Unit) issued and outstanding immediately prior to the effective time of the Merger was converted into,
and became exchangeable for, 0.5233 of a common unit representing limited partner interests in Andeavor Logistics (each, an ANDX Common Unit and such ratio, the Exchange Ratio), (ii) each TexNew Mex Unit of WNRL representing
limited partner interests in WNRL (each, a WNRL TexNew Mex Unit) was converted into a right for Western Refining Southwest, Inc., an Arizona corporation (Southwest) to receive a TexNew Mex Unit in Andeavor Logistics, a new
class of limited partner units in Andeavor Logistics with substantially the same powers, preferences and rights to distributions as the WNRL TexNew Mex Units, and (iii) the WNRL incentive distribution rights outstanding immediately prior to the
effective time of the Merger and 3,634,473 WNRL Common Units owned by Southwest were cancelled in exchange for the receipt by Southwest of a newly created special limited partner interest in Andeavor Logistics and any capital account in WNRL
associated with such WNRL incentive distribution rights or such WNRL Common Units immediately prior to the Merger. Also at the effective time of the Merger, Andeavor Logistics was admitted as the sole limited partner of WNRL owning 100% of the
aggregate limited partnership interests in the Issuer as well as the sole membership interest in WNRL GP, which holds the
non-economic
general partner interest in the Issuer. At the effective time of the
Merger, the Second Amended and Restated Agreement of Limited Partnership of WNRL, dated October 30, 2015, was amended and restated in its entirety in accordance with the Merger Agreement. A copy of the Third Amended and Restated Agreement of
Limited Partnership of WNRL is filed as Exhibit K hereto and is incorporated herein by reference.
The foregoing description of the Merger and the Merger
Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit H to the Initial Statement and which is incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer
|
The information previously provided in response to Item 5 is
hereby amended and restated as follows:
(a) (b) Andeavor Logistics holds the sole limited partner interest in the Issuer, which represents 100% of
the aggregate partnership interests of all partners of the Issuer as of October 30, 2017. The remaining New Reporting Persons are indirect beneficial owners of the noneconomic general partner interest in the Issuer.
Andeavor Logistics
(a) Amount
beneficially owned: 100% of the aggregate partnership interest
Percentage: 100%
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(b)
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 100% of the aggregate partnership interest
|
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iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 100% of the aggregate partnership interest
|
Andeavor
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(a)
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Amount beneficially owned: 100% of the aggregate partnership interest
|
Percentage: 100%
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(b)
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 100% of the aggregate partnership interest
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 100% of the aggregate partnership interest
|
Tesoro
Refining & Marketing Company LLC
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(a)
|
Amount beneficially owned: 100% of the aggregate partnership interest
|
Percentage: 100%
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(b)
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 100% of the aggregate partnership interest
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 100% of the aggregate partnership interest
|
Tesoro
Alaska Company LLC
|
(a)
|
Amount beneficially owned: 100% of the aggregate partnership interest
|
Percentage: 100%
(b) Number of shares to which the Reporting Person has:
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 100% of the aggregate partnership interest
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 100% of the aggregate partnership interest
|
Tesoro
Logistics GP, LLC
(a) Amount beneficially owned: 100% of the aggregate partnership interest
Percentage: 100%
|
(b)
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 100% of the aggregate partnership interest
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 100% of the aggregate partnership interest
|
Western Refining, Inc.
|
(a)
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Amount beneficially owned: 0
|
Percentage: 0%
|
(b)
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Giant Industries, Inc.
|
(a)
|
Amount beneficially owned: 0
|
Percentage: 0%
|
(b)
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Western Acquisition Holdings, LLC
|
(a)
|
Amount beneficially owned: 0
|
Percentage: 0%
|
(b)
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Western Refining Southwest, Inc.
|
(a)
|
Amount beneficially owned: 0
|
Percentage: 0%
|
(b)
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
As a result of the Merger described in
Item 4, the New Reporting Persons own 100% of the aggregate partnership interest of all partners in the Issuer. Because the registration of the WNRL Common Units will be terminated, partnership interests held by the Reporting Persons will no
longer be subject to reporting under Section 13(d) of the Exchange Act. Consequently, this Amendment constitutes an exit filing for the New Reporting Persons.
Pursuant to the Merger, all WNRL Common Units previously held by Western, Giant, WAH and WRSW were converted into ANDX Common Units. Western, Giant, WAH and
WRSW consequently no longer hold any WNRL Common Units, and this Amendment constitutes an exit filing for Western, Giant, WAH and WRSW.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
The
information previously provided in response to Item 6 is hereby amended and supplemented by adding the following:
The information provided or
incorporated by reference in Item 4 above is hereby incorporated by reference into this Item 6.
Item 7.
|
Material to be Filed as Exhibits
|
Item 7 of the Initial Statement is hereby amended and supplemented as
follows:
|
|
|
Exhibit K
|
|
Third Amended and Restated Limited Partnership Agreement of Western Refining Logistics, LP, dated October 30, 2017 (incorporated by reference herein to Exhibit 3.1 to WNRLs Current Report on Form
8-K
filed on October 30, 2017).
|
|
|
Exhibit L
|
|
Joint Filing Agreement, dated as of October 30, 2017, among Andeavor Logistics LP, Andeavor, Tesoro Refining and Marketing Company, Tesoro Alaska Company, Tesoro Logistics GP, LLC, Western Refining, Inc., Giant Industries,
Inc., Western Acquisition Holdings, LLC and Western Refining Southwest, Inc.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 1, 2017
|
|
|
ANDEAVOR LOGISTICS LP
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
|
ANDEAVOR
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
|
TESORO REFINING & MARKETING COMPANY
LLC
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
|
TESORO ALASKA COMPANY LLC
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
|
TESORO LOGISTICS GP, LLC
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
|
WESTERN REFINING, INC.
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
|
GIANT INDUSTRIES, INC.
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
|
WESTERN ACQUISITION HOLDINGS, LLC
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
|
|
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
By:
|
|
/s/ Blane W. Peery
|
Blane W. Peery
|
Vice President and Controller
|
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF ANDEAVOR LOGISTICSLP
The business address of each person listed below is c/o Andeavor, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a
United States citizen.
Directors: (Note: Directors listed are those of Tesoro Logistics GP, LLC, the general partner of Andeavor Logistics LP)
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation
|
|
Units Held
|
|
Gregory J. Goff
|
|
President and Chief Executive Officer of Andeavor
|
|
|
0
|
|
Raymond J. Bromark
|
|
Retired
|
|
|
0
|
|
James H. Lamanna
|
|
President of Timeless Triumph LLC (a consulting firm)
|
|
|
0
|
|
Thomas C. OConnor
|
|
President and Chief Executive Officer of DCP Midstream, LLC
|
|
|
0
|
|
Steven M Sterin
|
|
Executive Vice President and Chief Financial Officer of Andeavor
|
|
|
0
|
|
Jeff A. Stevens
|
|
Retired
|
|
|
0
|
|
Michael E. Wiley
|
|
Retired
|
|
|
0
|
|
Executive Officers: (Note: Executive Officers listed are those of Tesoro Logistics GP, LLC, the general partner of
Andeavor Logistics LP)
|
|
|
|
|
|
|
Name
|
|
Position at Tesoro Logistics GP, LLC
|
|
Units Held
|
|
Gregory J. Goff
|
|
Chief Executive Officer
|
|
|
0
|
|
Steven M. Sterin
|
|
President and Chief Financial Officer
|
|
|
0
|
|
Kim K.W. Rucker
|
|
Executive Vice President and General Counsel
|
|
|
0
|
|
Don J. Sorensen, Jr.
|
|
Senior Vice President, Operations
|
|
|
0
|
|
Stephen E. Tompsett
|
|
Vice President and Treasurer
|
|
|
0
|
|
Blane W. Peery
|
|
Vice President and Controller
|
|
|
0
|
|
[
Schedule A Continues on Next Page
]
DIRECTORS AND EXECUTIVE OFFICERS OF ANDEAVOR
The business address of each person listed below is c/o Andeavor, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a
United States citizen.
Directors:
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation
|
|
Units Held
|
|
Rodney F. Chase
|
|
Retired
|
|
|
0
|
|
Gregory J. Goff
|
|
President and Chief Executive Officer of Andeavor
|
|
|
0
|
|
Paul L. Foster
|
|
Retired
|
|
|
0
|
|
Edward G. Galante
|
|
Retired
|
|
|
0
|
|
David Lilley
|
|
Retired
|
|
|
0
|
|
Mary Pat McCarthy
|
|
Retired
|
|
|
0
|
|
J.W. Nokes
|
|
Retired
|
|
|
0
|
|
William H. Schumann, III
|
|
Retired
|
|
|
0
|
|
Jeff A. Stevens
|
|
Retired
|
|
|
0
|
|
Susan Tomasky
|
|
Retired
|
|
|
0
|
|
Michael E. Wiley
|
|
Retired
|
|
|
0
|
|
Patrick Y. Yang
|
|
Head of Global Technical Operations, F.
Hoffmann-La
Roche, Ltd.
|
|
|
0
|
|
Executive Officers:
|
|
|
|
|
|
|
Name
|
|
Position at Andeavor
|
|
Units Held
|
|
Gregory J. Goff
|
|
President and Chief Executive Officer
|
|
|
0
|
|
Keith M. Casey
|
|
Executive Vice President, Commercial and Value Chain
|
|
|
0
|
|
Kim K.W. Rucker
|
|
Executive Vice President, General Counsel and Secretary
|
|
|
0
|
|
Steven M. Sterin
|
|
Executive Vice President and Chief Financial Officer
|
|
|
0
|
|
Cynthia J. Warner
|
|
Executive Vice President, Operations
|
|
|
0
|
|
Stephen E. Tompsett
|
|
Vice President and Treasurer
|
|
|
0
|
|
Blane W. Peery
|
|
Vice President and Controller
|
|
|
0
|
|
Michael J. Morrison
|
|
Senior Vice President, Marketing of Tesoro Companies, Inc.
|
|
|
0
|
|
[Schedule A Continues on Next Page]
DIRECTORS AND EXECUTIVE OFFICERS OF
TESORO REFINING AND MARKETING COMPANY LLC
The business address of each person listed below is c/o Tesoro Refining and Marketing Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas
78259-1828. Each person is a United States citizen.
Managers:
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation
|
|
Units Held
|
|
Gregory J. Goff
|
|
President and Chief Executive Officer of Andeavor
|
|
|
0
|
|
Kim K.W. Rucker
|
|
Executive Vice President, General Counsel and Secretary of Andeavor
|
|
|
0
|
|
Steven M. Sterin
|
|
Senior Vice President and Chief Financial Officer of Andeavor
|
|
|
0
|
|
Executive Officers:
|
|
|
|
|
|
|
Name
|
|
Position at Tesoro Refining and Marketing Company
LLC
|
|
Units Held
|
|
Gregory J. Goff
|
|
President and Chief Executive Officer
|
|
|
0
|
|
Keith M. Casey
|
|
Executive Vice President, Commercial and Value Chain
|
|
|
0
|
|
Kim K.W. Rucker
|
|
Executive Vice President and General Counsel
|
|
|
0
|
|
Steven M. Sterin
|
|
Executive Vice President and Chief Financial Officer
|
|
|
0
|
|
Cynthia J. Warner
|
|
Executive Vice President, Operations
|
|
|
0
|
|
Michael J. Morrison
|
|
Senior Vice President, Marketing
|
|
|
0
|
|
Don J. Sorensen, Jr.
|
|
Senior Vice President, Logistics
|
|
|
0
|
|
Stephen E. Tompsett
|
|
Vice President and Treasurer
|
|
|
0
|
|
Blane W. Peery
|
|
Vice President and Controller
|
|
|
0
|
|
[Schedule A Continues on Next Page]
DIRECTORS AND EXECUTIVE OFFICERS OF TESORO ALASKA COMPANY LLC
The business address of each person listed below is c/o Tesoro Alaska Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828.
Each person is a United States citizen.
Managers:
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation
|
|
Units Held
|
|
Gregory J. Goff
|
|
President and Chief Executive Officer of Andeavor
|
|
|
0
|
|
Kim K.W. Rucker
|
|
Executive Vice President, General Counsel and Secretary of Andeavor
|
|
|
0
|
|
Steven M. Sterin
|
|
Senior Vice President and Chief Financial Officer of Andeavor
|
|
|
0
|
|
Executive Officers:
|
|
|
|
|
|
|
Name
|
|
Position at Tesoro Alaska Company LLC
|
|
Units Held
|
|
Gregory J. Goff
|
|
President
|
|
|
0
|
|
Keith M. Casey
|
|
Executive Vice President, Commercial and Value Chain
|
|
|
0
|
|
Kim K.W. Rucker
|
|
Executive Vice President and General Counsel
|
|
|
0
|
|
Steven M. Sterin
|
|
Executive Vice President and Chief Financial Officer
|
|
|
0
|
|
Cynthia J. Warner
|
|
Executive Vice President, Operations
|
|
|
0
|
|
Michael J. Morrison
|
|
Senior Vice President, Marketing
|
|
|
0
|
|
Stephen E. Tompsett
|
|
Vice President and Treasurer
|
|
|
0
|
|
Blane W. Peery
|
|
Vice President and Controller
|
|
|
0
|
|
[Schedule A Continues on Next Page]
DIRECTORS AND EXECUTIVE OFFICERS OF TESORO LOGISTICS GP, LLC
The business address of each person listed below is c/o Tesoro Logistics GP, LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each
person is a United States citizen.
Directors:
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation
|
|
Units Held
|
|
Gregory J. Goff
|
|
President and Chief Executive Officer of Andeavor
|
|
|
0
|
|
Raymond J. Bromark
|
|
Retired
|
|
|
0
|
|
James H. Lamanna
|
|
President of Timeless Triumph LLC (a consulting firm)
|
|
|
0
|
|
Thomas C. OConnor
|
|
President and Chief Executive Officer of DCP Midstream, LLC
|
|
|
0
|
|
Steven M Sterin
|
|
Executive Vice President and Chief Financial Officer of Andeavor
|
|
|
0
|
|
Jeff A. Stevens
|
|
Retired
|
|
|
0
|
|
Michael E. Wiley
|
|
Retired
|
|
|
0
|
|
Executive Officers:
|
|
|
|
|
|
|
Name
|
|
Position at Tesoro Logistics GP, LLC
|
|
Units Held
|
|
Gregory J. Goff
|
|
Chief Executive Officer
|
|
|
0
|
|
Steven M. Sterin
|
|
President and Chief Financial Officer
|
|
|
0
|
|
Kim K.W. Rucker
|
|
Executive Vice President and General Counsel
|
|
|
0
|
|
Don J. Sorensen, Jr.
|
|
Senior Vice President, Operations
|
|
|
0
|
|
Stephen E. Tompsett
|
|
Vice President and Treasurer
|
|
|
0
|
|
Blane W. Peery
|
|
Vice President and Controller
|
|
|
0
|
|