Initial Statement of Beneficial Ownership (3)
01 Juillet 2016 - 12:33AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Western Acquisition Holdings, LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/23/2016
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3. Issuer Name
and
Ticker or Trading Symbol
Northern Tier Energy LP [NTI]
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(Last)
(First)
(Middle)
C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE SUITE 200
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
EL PASO, TX 79901
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Units
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57325033
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On June 23, 2016, Western Acquisition Co, LLC ("MergerCo"), a wholly-owned indirect subsidiary of Western Refining, Inc. ("WNR"), merged with and into Northern Tier Energy LP ("NTI"), with NTI surviving the merger (the "Merger") as a wholly-owned indirect subsidiary of WNR. All of the limited liability company interests in MergerCo outstanding immediately prior to the effective time of the Merger (the "Effective Time"), which were held by Western Acquisition Holdings, LLC, a wholly-owned direct subsidiary of NT InterHoldCo LLC, were converted into, in the aggregate, the number of NTI common units (excluding any NTI common units already owned by WNR or any of its subsidiaries) issued and outstanding immediately prior to the Effective Time. On June 23, 2016, the last trading day for NTI common units, the closing price of NTI common units was $21.15 per unit and the closing price of WNR's common stock was $20.25.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Western Acquisition Holdings, LLC
C/O WESTERN REFINING, INC.
123 W. MILLS AVENUE SUITE 200
EL PASO, TX 79901
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X
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Signatures
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/s/ Gary R. Dalke, Chief Financial Officer of Western Acquisition Holdings, LLC
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6/30/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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