Sec Form 4 Filing - TPG Advisors VI, Inc. @ Northern Tier Energy LP - 2013-11-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person TPG Advisors VI, Inc. 2. Issuer Name and Ticker or Trading Symbol Northern Tier Energy LP [ NTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner and Director (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2013 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Units 11/12/2013 S( 3 ) 35,622,500 D 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET SUITE 3300 FORT WORTH, TX76102 Former 10% Owner and Director BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET SUITE 3300 FORT WORTH, TX76102 Former 10% Owner and Director COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET SUITE 3300 FORT WORTH, TX76102 Former 10% Owner and Director Signatures /s/ Ronald Cami, Vice President, TPG Advisors VI, Inc. (6) 11/14/2013 Signature of Reporting Person Date /s/ Ronald Cami, on behalf of David Bonderman (6) (7) 11/14/2013 Signature of Reporting Person Date /s/ Ronald Cami, on behalf of James G. Coulter (6) (7) 11/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )David Bonderman and James G. Coulter are officers and sole stockholders of TPG Advisors VI, Inc., a Delaware corporation (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Refining, L.P., a Delaware limited partnership ("TPG Refining"). ( 2 )TPG Refining is a member of NTI GenPar, LLC, a Delaware limited liability company, which is the general partner of Northern Tier Investors LP, a Delaware limited partnership, which is the sole member of Northern Tier Investors, LLC, a Delaware limited liability company, which is the sole member of Northern Tier Holdings LLC, a Delaware limited liability company ("NTH"), which directly held the common units of Northern Tier Energy LP (the "Issuer") reported herein (the "TPG Common Units"). ( 3 )On November 11, 2013, NTH contributed all of the TPG Common Units to a wholly owned subsidiary, NT InterHoldCo LLC ("InterHoldCo"). On November 12, 2013, NTH sold all of its membership interests in InterHoldCo to Western Refining, Inc. for an aggregate purchase price of $775,000,000. As a result, the Reporting Persons no longer beneficially own any interest in the Issuer. ( 4 )Because of the relationship between the Reporting Persons and NTH, the Reporting Persons may have been deemed to have beneficially owned the TPG Common Units to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of NTH. Each Reporting Person disclaims beneficial ownership of the TPG Common Units, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 5 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks: (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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