Sec Form 4 Filing - Buhrig Melissa M @ Northern Tier Energy LP - 2015-01-21

Insider filing report for Changes in Beneficial Ownership
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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
Buhrig Melissa M
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
X __ Officer (give title below) _____ Other (specify below)
Exec VP, General Counsel & Sec
(Last) (First) (Middle)
C/O NORTHERN TIER ENERGY LP, 1250 W. WASHINGTON STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2015
(Street)
TEMPE, AZ85281
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 Unit 01/21/2015 M 10,091 ( 1 ) A $ 0 10,091 D
Common Unit 01/22/2015 S 3,415 ( 2 ) D $ 20.4326 ( 3 ) ( 4 ) 6,676 D
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
Phantom Unit ( 5 ) 01/21/2015 M 10,091 ( 1 ) ( 6 ) ( 6 ) Common Unit 10,091 $ 0 20,181 ( 7 ) D
Phantom Unit ( 5 ) 01/21/2015 A 13,304 ( 8 ) ( 6 ) ( 6 ) Common Unit 13,304 $ 0 33,485 ( 9 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Buhrig Melissa M
C/O NORTHERN TIER ENERGY LP
1250 W. WASHINGTON STREET, SUITE 300
TEMPE, AZ85281
Exec VP, General Counsel & Sec
Signatures
/s/ Melissa M. Buhrig 01/23/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These units were issued pursuant to phantom unit awards granted to the reporting person on May 15, 2014, (the "2014 Phantom Unit Award"), settled on January 21, 2015, at the election of the Board of Directors (the "Board") of Northern Tier Energy GP LLC,the general partner of NTI, in NTI common units.
( 2 )This sale was made pursuant to an election dated August 28, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of the equity award previously granted to the reporting person as compensation for services as an officer.
( 3 )The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of common units sold at each separate price.
( 4 )$20.4326 is the weighted average sale price. The common units were sold in various transactions through a broker at prices between $20.2300 per unit and $20.6200 per unit.
( 5 )Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in NTI or, at the election of the Board of the General Partner, or such Committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for services as an officer.
( 6 )These phantom units vest ratably on the third Wednesday in January of each of the three years following the date of grant. The vested common units underlying the phantom units, or the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than the 70th calendar day following the vesting of the phantom units.
( 7 )This number of derivative securities includes 20,181 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award.
( 8 )These phantom units were granted to the reporting person as compensation for services as an officer.
( 9 )This number of derivative securities includes (a) 20,181 phantom units that remaining outstanding pursuant to the 2014 Phantom Unit Award; and (b) 13,304 phantom units that remain outstanding pursuant to a phantom unit award granted to the reporting person on January 21, 2015.

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