CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Marathon Petroleum Corporation
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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)
1
|
14
|
TYPE OF REPORTING PERSON
HC; CO
|
|
|
|
1.
|
The Reporting Person may be deemed to be an indirect beneficial owner of the sole limited partner interest in Andeavor Logistics LP (the “Issuer”), which constitutes 100% of the aggregate partnership interest of all partners in the Issuer, and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
MPLX LP
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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)
1
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
1.
|
The Reporting Person holds the sole limited partner interest in the Issuer and is the sole member of the general partner of the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
MPC Investment LLC
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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)
1
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
1.
|
The Reporting Person may be deemed to be an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
MPLX GP LLC
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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)
1
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
1.
|
The Reporting Person may be deemed to be an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
MPLX Logistics Holdings LLC
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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)
1
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
1.
|
The Reporting Person may be deemed to be an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Andeavor LLC
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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 an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Western Refining, Inc.
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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
CO
|
|
|
|
1.
|
The Reporting Person may be deemed to be an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Giant Industries, Inc.
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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
CO
|
|
|
|
1.
|
The Reporting Person may be deemed to be an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Western Refining Southwest, Inc.
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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
CO
|
|
|
|
1.
|
The Reporting Person may be deemed to be an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Tesoro Refining & Marketing Company LLC
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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 an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Tesoro Alaska Company LLC
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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 an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Tesoro Logistics GP, LLC
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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 an indirect beneficial owner of the sole limited partner interest in the Issuer and the noneconomic general partner interest in the Issuer.
|
CUSIP No: 03350F106
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
Andeavor Logistics GP LLC
|
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 ITEM 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
100%
(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
100%
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100%
(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 is the general partner of the Issuer.
|
Explanatory Note.
This Amendment No. 3 (this “Amendment”) filed by Marathon Petroleum Corporation (“MPC”) and certain of its subsidiaries concerning the common units representing limited partner interests (“ANDX Common Units”) in Andeavor Logistics LP (the “Issuer” or “ANDX”) filed on October 11, 2018, as amended on November 5, 2018 and May 9, 2019 (the “Schedule 13D”). The Schedule 13D is not modified except as specifically provided herein. Any terms capitalized but not defined herein shall have the same meaning as defined in the Schedule 13D.
|
|
|
Item 1.
|
Security and Issuer
|
No changes to this Item.
|
|
|
Item 2.
|
Identity and Background
|
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
|
|
(a)
|
The reporting persons are:
|
|
|
(i)
|
MPC, which wholly owns MPC Investment LLC (“MPC Investment”) and Andeavor LLC (“Andeavor”). The name of each director and executive officer of MPC, and each individual’s principal occupation, is set forth on Schedule I to this Schedule 13D;
|
|
|
(ii)
|
MPLX LP (“MPLX”), a Delaware limited partnership, the general partner of which is wholly owned by MPC Investment;
|
|
|
(iii)
|
Andeavor Logistics GP LLC ("ALGP"), a Delaware limited liability company that is wholly owned by MPLX;
|
|
|
(iv)
|
MPC Investment, a Delaware limited liability company that is wholly owned by MPC;
|
|
|
(v)
|
MPLX Logistics Holdings LLC ("MPLX Logistics"), a Delaware limited liability company that is wholly owned by MPC Investment;
|
|
|
(vi)
|
MPLX GP LLC (“MPLX GP”), a Delaware limited liability company that is wholly owned by MPC Investment;
|
|
|
(vii)
|
Andeavor, a Delaware limited liability company that is wholly owned by MPC;
|
|
|
(viii)
|
Western Refining, Inc. (“Western Refining”), a Delaware corporation that is wholly owned by Andeavor;
|
|
|
(ix)
|
Giant Industries, Inc. (“Giant”), a Delaware corporation that is wholly owned by Western Refining;
|
|
|
(x)
|
Western Refining Southwest, Inc. (“WRSW”), an Arizona corporation that is wholly owned by Giant;
|
|
|
(xi)
|
Tesoro Refining & Marketing Company LLC (“Tesoro Refining”) and Tesoro Alaska Company LLC (“Tesoro Alaska”), Delaware limited liability companies that are wholly owned by WRSW; and
|
|
|
(xii)
|
Tesoro Logistics GP, LLC, a Delaware limited liability company (“TLGP”). Tesoro Refining, Tesoro Alaska and WRSW collectively own 100% of TLGP’s membership interests.
|
|
|
(b)
|
The business address of MPC, MPC Investment, Andeavor, Western Refining, Giant, WRSW, Tesoro Refining, Tesoro Alaska and each person listed in Schedule I is 539 S. Main Street, Findlay, Ohio 45840. The business address of MPLX, MPLX Logistics, MPLX GP, TLGP and ALGP is 200 E. Hardin Street, Findlay, Ohio 45840.
|
|
|
(c)
|
MPC, MPLX, MPC Investment, MPLX Logistics, Andeavor, Western Refining and Giant are holding companies, the assets of which consist of direct and indirect ownership interests in, and the business of which is conducted substantially through, their subsidiaries. The principal business of Tesoro Refining and Tesoro Alaska is the refining and marketing of refined petroleum products. The principal business of WRSW is the refining and marketing of refined petroleum products and the operation of retail convenience stores. MPLX GP serves as the general partner of
|
MPLX. ALGP serves as the general partner of the Issuer. TLGP is the former general partner of the Issuer and its assets consist primarily of units representing limited partner interests in MPLX ("MPLX Common Units").
|
|
(d)
|
Within the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule I, has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).
|
|
|
(e)
|
Within the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Schedule I, has been 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.
|
Source and Amount of Funds or Other Consideration
|
Item 3 of the Schedule 13D 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:
On July 30, 2019, MPLX MAX LLC, a wholly-owned subsidiary of MPLX, merged with and into ANDX (the “ANDX Merger”), with ANDX surviving the merger as a wholly-owned subsidiary of MPLX. In connection with the ANDX Merger, each ANDX Common Unit was converted into the right to receive MPLX Common Units. Following the ANDX Merger, MPLX is the record holder of one common unit representing 100% of the outstanding limited partner interests in ANDX, and ALGP holds 100% of the noneconomic general partner interest in ANDX.
|
|
|
Item 4.
|
Purpose of the Transaction
|
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The information previously provided in response to Item 4 is hereby amended and supplemented by adding the following:
On July 30, 2019, the ANDX Merger was completed. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the ANDX Merger, each outstanding ANDX Common Unit, other than any ANDX Common Unit held by TLGP and WRSW, was converted into the right to receive 1.135 MPLX Common Units (such exchange ratio, the “Exchange Ratio”), and each ANDX Common Unit held by TLGP and WRSW was converted into the right to receive 1.0328 MPLX Common Units, in each case, in consideration for each ANDX Common Unit that such holder owned immediately prior to the effective time of the ANDX Merger. Additionally, each 6.875% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit, liquidation preference $1,000 per unit, representing a limited partner interest in ANDX (each, an “ANDX Series A Preferred Unit”) issued and outstanding immediately prior to the effective time of the ANDX Merger was converted into the right to receive a new Series B Preferred Unit representing substantially equivalent limited partnership interests in MPLX (the “MPLX Series B Preferred Units”). The MPLX Series B Preferred Units are a new class of units in MPLX that are
pari passu
with MPLX’s existing Series A Convertible Preferred Units with respect to distribution rights and rights upon liquidation and have substantially equivalent preferences, rights, powers, duties and obligations that the ANDX Series A Preferred Units had immediately prior to the closing of the ANDX Merger.
At the effective time of the ANDX Merger, each phantom unit issued under ANDX’s 2011 Long-Term Incentive Plan, as amended and restated, and the Western Refining Logistics, LP 2013 Long-Term Incentive Plan (the “ANDX Phantom Units”), whether vested or unvested, other than any ANDX Phantom Unit that was held by a non-employee director of ANDX GP (each, an “ANDX Director Phantom Unit”), were automatically converted into a phantom unit denominated in MPLX Common Units (each, a “Converted MPLX Phantom Unit”). The number of ANDX Common Units subject to the ANDX Phantom Units immediately prior to the effective time of the ANDX Merger were converted into a number of MPLX Common Units subject to the Converted MPLX Phantom Units based on the Exchange Ratio (rounded down to the nearest whole number). ANDX Director Phantom Units were generally converted into the right to receive a cash payment equal to the number of ANDX Common Units subject to such ANDX Director Phantom Unit multiplied by the product of the Exchange Ratio and the average of the volume weighted average price per unit of MPLX Common Units on the New York Stock Exchange on each of the ten consecutive trading days ending with the complete trading day immediately prior to the closing of the ANDX Merger.
Additionally, as a result of the ANDX Merger, each ANDX TexNew Mex Unit issued and outstanding immediately prior to the effective time of the ANDX Merger was converted into a right for WRSW, as the holder of all such units, to receive a unit representing a substantially equivalent special limited partner interest in MPLX (the “MPLX TexNew Mex Units”). By virtue of the conversion, all ANDX TexNew Mex Units were cancelled and ceased to exist as of the effective time of the ANDX Merger. The MPLX TexNew Mex Units are a new class of units in MPLX substantially equivalent to the ANDX TexNew Mex Units, including substantially equivalent powers, preferences, rights to distributions and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the ANDX TexNew Mex Units had immediately prior to the closing of the ANDX Merger. As a result of the ANDX Merger, the ANDX Special Limited Partner Interest outstanding immediately prior to the effective time of the ANDX Merger was converted into a right for WRSW, as the holder of all such interest, to receive a substantially equivalent special limited partner interest in MPLX (the “MPLX Special Limited Partner Interest”). By virtue of the conversion, the ANDX Special Limited Partner Interest was cancelled and ceased to exist as of the effective time of the ANDX Merger.
After the effective time of the Merger, the general partner interest held by TLGP was cancelled and ALGP was admitted as the new general partner of ANDX.
At the effective time of the ANDX Merger, ALGP was admitted as the new general partner of ANDX and ALGP’s sole member appointed Gary R. Heminger, Michael J. Hennigan and Pamela K.M. Beall as its directors, with Mr. Heminger serving as chairman of the board. Additionally, the board of directors of ALGP appointed Mr. Heminger as Chief Executive Officer (principal executive officer), Blane Peery as Vice President, Accounting and Systems Integration (principal financial and accounting officer) and Michael J. Hennigan as President.
Concurrently therewith, TLGP ceased to be the general partner of ANDX. As a result, TLGP’s directors other than those appointed as directors of ALGP, which included Sigmund L. Cornelius, Ruth I. Dreessen, Gregory J. Goff, Timothy T. Griffith, James H. Lamanna, Frank M. Semple and Donald C. Templin, ceased to serve as directors of TLGP and Don J. Sorensen ceased to serve as TLGP's President.
On July 29, 2019, the Third Amended and Restated Agreement of Limited Partnership of ANDX, dated December 1, 2017, as amended, was amended (the “ANDX LPA”) as set forth in the Second Amendment to Third Amended and Restated Agreement of Limited Partnership of ANDX. At the effective time of the Merger, the Amended and Restated Certificate of Limited Partnership of ANDX, dated October 17, 2018, was amended and restated as set forth in the Amended and Restated Certificate of Limited Partnership. At the effective time of the Merger, MPLX and ALGP executed a joinder to the ANDX LPA. The ANDX LPA was subsequently amended and restated as set forth in the Fourth Amended and Restated Agreement of Limited Partnership of ANDX.
|
|
|
Item 5.
|
Interest in Securities of the Issuer
|
The information previously provided in response to Item 5 is hereby amended and restated as follows.
(a) - (b) The information provided in Items 7 through 11 of the cover pages is incorporated herein by reference.
(c) Except as described herein, no transactions in ANDX Common Units were effected by MPC, or any of the persons listed in Schedule I hereto, during the past 60 days.
(d) Not applicable.
(e) Not applicable.
|
|
|
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.
|
Materials to be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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.
Date: August 2, 2019
|
|
|
|
|
|
|
|
MARATHON PETROLEUM CORPORATION
|
|
MPC INVESTMENT LLC
|
|
|
|
|
|
|
By:
|
|
/s/ Molly R. Benson
|
|
By:
|
|
/s/ Molly R. Benson
|
Name:
|
|
Molly R. Benson
|
|
Name:
|
|
Molly R. Benson
|
Title:
|
|
Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary
|
|
Title:
|
|
Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary
|
|
|
|
|
|
|
|
|
MPLX LOGISTICS HOLDINGS LLC
|
|
MPLX GP LLC
|
|
|
|
|
|
|
By:
|
|
/s/ Molly R. Benson
|
|
By:
|
|
/s/ Molly R. Benson
|
Name:
|
|
Molly R. Benson
|
|
Name:
|
|
Molly R. Benson
|
Title:
|
|
Assistant Secretary
|
|
Title:
|
|
Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary
|
|
|
|
|
|
|
|
|
MPLX LP
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
|
By:
|
MPLX GP LLC, its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Molly R. Benson
|
|
By:
|
|
/s/ Molly R. Benson
|
Name:
|
|
Molly R. Benson
|
|
Name:
|
|
Molly R. Benson
|
Title:
|
|
Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary
|
|
Title:
|
|
Vice President and Secretary
|
|
|
|
|
|
|
|
|
ANDEAVOR LLC
|
|
TESORO REFINING & MARKETING COMPANY LLC
|
|
|
|
|
|
|
By:
|
|
/s/ Molly R. Benson
|
|
By:
|
|
/s/ Molly R. Benson
|
Name:
|
|
Molly R. Benson
|
|
Name:
|
|
Molly R. Benson
|
Title:
|
|
Vice President and Secretary
|
|
Title:
|
|
Vice President and Secretary
|
|
|
|
|
|
|
|
|
WESTERN REFINING, INC.
|
|
TESORO ALASKA COMPANY LLC
|
|
|
|
|
|
|
By:
|
|
/s/ Molly R. Benson
|
|
By:
|
|
/s/ Molly R. Benson
|
Name:
|
|
Molly R. Benson
|
|
Name:
|
|
Molly R. Benson
|
Title:
|
|
Vice President and Secretary
|
|
Title:
|
|
Vice President and Secretary
|
|
|
|
|
|
|
|
|
GIANT INDUSTRIES, INC.
|
|
TESORO LOGISTICS GP, LLC
|
|
|
|
|
|
|
By:
|
|
/s/ Molly R. Benson
|
|
By:
|
|
/s/ Molly R. Benson
|
Name:
|
|
Molly R. Benson
|
|
Name:
|
|
Molly R. Benson
|
Title:
|
|
Vice President and Secretary
|
|
Title:
|
|
Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary
|
|
|
|
|
|
|
|
|
ANDEAVOR LOGISTICS GP LLC
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Molly R. Benson
|
|
|
|
|
Name:
|
|
Molly R. Benson
|
|
|
|
|
Title:
|
|
Vice President, Chief Securities, Governance and Compliance Officer, Corporate Secretary
|
|
|
|
|
SCHEDULE I
Information regarding each director and executive officer of Marathon Petroleum Corporation is set forth below. The business address for each director and executive officer is c/o Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio, United States.
|
|
|
|
|
|
|
|
Marathon Petroleum Corporation
|
Name, Title
|
|
Principal Occupation
|
|
Citizenship
|
|
Transactions
in Last
60 Days
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary R. Heminger
|
|
Chairman and Chief Executive Officer
Marathon Petroleum Corporation
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
|
Gregory J. Goff
|
|
Executive Vice Chairman
Marathon Petroleum Corporation
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
|
Abdulaziz F. Alkhayyal
|
|
Retired Senior Vice President, Industrial Relations
Saudi Aramco
|
|
Saudi Arabia
|
|
—
|
|
|
|
|
|
|
|
Evan Bayh
|
|
Senior Advisor, Apollo Global Management
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
Charles E. Bunch
|
|
Retired Chairman of the Board and CEO
PPG Industries, Inc.
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
|
Steven A. Davis
|
|
Former Chairman and Chief Executive Officer
Bob Evans Farms, Inc.
|
|
U.S.
|
|
(5,886.930)
1
|
|
|
|
|
|
|
Edward G. Galante
|
|
Retired Senior Vice President and Member of the Management Committee, ExxonMobil Corporation
|
|
U.S.
|
|
(1,180)
1
|
|
|
|
|
|
|
James E. Rohr
|
|
Retired Chairman and Chief Executive Officer
The PNC Financial Services Group, Inc.
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
Kim K.W. Rucker
|
|
Retired Executive Vice President, General Counsel and Secretary, Andeavor
|
|
U.S.
|
|
(14,284)
1
|
|
|
|
|
|
|
|
J. Michael Stice
|
|
Dean, Mewbourne College of Earth & Energy
University of Oklahoma
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
|
John P. Surma
|
|
Retired Chairman and Chief Executive Officer
United States Steel Corporation
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
Susan Tomasky
|
|
Retired President
AEP Transmission, American Electric Power
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary R. Heminger
|
|
Chairman and Chief Executive Officer
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
|
Gregory J. Goff
|
|
Executive Vice Chairman
|
|
U.S.
|
|
(300,377.904)
1
|
|
|
|
|
|
|
|
Raymond L. Brooks
|
|
Executive Vice President, Refining
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
|
Suzanne Gagle
|
|
General Counsel
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
Timothy T. Griffith
|
|
President, Speedway LLC
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
Thomas Kaczynski
|
|
Vice President, Finance and Treasurer
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
|
Anthony R. Kenney
|
|
Executive Vice President, Speedway LLC
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
John J. Quaid
|
|
Vice President and Controller
|
|
U.S.
|
|
—
|
|
|
|
|
|
|
Donald C. Templin
|
|
Executive Vice President and Chief Financial Officer
|
|
U.S
|
|
—
|
|
|
|
(1)
|
Conversion of Andeavor Logistics LP common units and phantom units held at the time of Merger
|