Marathon Petroleum Corp — Director's Dealing 2018

Oct 4, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ANDEAVOR LOGISTICS LP (ANDX)
CIK: 0001507615
Period of Report: 2018-10-01

Reporting Person: Marathon Petroleum Corp (Director, 10% Owner)
Reporting Person: ANDEAVOR (Director, 10% Owner)
Reporting Person: Western Refining, Inc. (Director, 10% Owner)
Reporting Person: Giant Industries, Inc. (Director, 10% Owner)
Reporting Person: Western Refining Southwest, Inc. (Director, 10% Owner)
Reporting Person: TESORO REFINING & MARKETING Co LLC (Director, 10% Owner)
Reporting Person: Tesoro Alaska Pipeline Co LLC (Director, 10% Owner)
Reporting Person: Tesoro Logistics GP, LLC (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units (Limited Partner Interests)	156173128	Indirect

Footnotes

F1: This Form 3 is submitted jointly by Marathon Petroleum Corporation ("MPC"), Andeavor LLC (as successor by merger to Andeavor), Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), and Tesoro Logistics GP, LLC ("TLGP"). Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI. All of the membership interests in TLGP are held by TRMC, TAC, and WRSI. Accordingly, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.

F2: The Common Units are held by TLGP (88,624,852) and WRSI (67,548,276). Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 29, 2018 (as amended, the "Merger Agreement"), by and among MPC, Andeavor, Mahi Inc. and Mahi LLC (n/k/a Andeavor LLC), Andeavor merged with and into Mahi Inc., with Andeavor surviving, and immediately following, Andeavor merged with and into Mahi LLC (n/k/a Andeavor LLC), with Mahi LLC (n/k/a Andeavor LLC) surviving the merger as a wholly owned subsidiary of MPC. MPC, Andeavor LLC, WRI, GII, TRMC and TAC each disclaims beneficial ownership of the Common Units of the Issuer except to the extent of its pecuniary interest therein. TLGP also owns the noneconomic general partner interest in the Issuer. MPC, Andeavor LLC, WRI, GII, WRSI, TRMC and TAC may be deemed to be the indirect beneficial owners of the noneconomic general partner interest in the Issuer, but each disclaims beneficial ownership except to the extent of its pecuniary interest.