Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
PAR PACIFIC HOLDINGS, INC.
(Name of Issuer)
Common stock, $0.01 par value
(Title of Class of Securities)
69888T207
(CUSIP Number)
Mark Strefling
Whitebox Advisors LLC
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
(612) 253-6001
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 12, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. |
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 69888T207
| 1 |
NAME OF REPORTING PERSON
Whitebox Advisors LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF | |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
2,493,602* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,493,602* | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,493,602* | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%** | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IA | |
| * | This Amendment No. 21 to the Schedule 13D corrects an administrative error made in Amendment No. 20 with respect to the April 1, 2019 transaction and updates the holdings information accordingly. Except as otherwise set forth herein, Amendment No. 20 is restated in its entirety. |
| ** | Percent of class is calculated based on 49,539,919 shares of Common Stock issued and outstanding as of March 4, 2019 as reported in the Issuer’s 10-K filed on March 11, 2019, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership. |
CUSIP No. 69888T207
| 1 |
NAME OF REPORTING PERSON
Whitebox General Partner LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS (See Instructions)
AF | |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
2,493,602* | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,493,602* | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,493,602* | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%** | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO | |
| * | This Amendment No. 21 to the Schedule 13D corrects an administrative error made in Amendment No. 20 with respect to the April 1, 2019 transaction and updates the holdings information accordingly. Except as otherwise set forth herein, Amendment No. 20 is restated in its entirety. |
| ** | Percent of class is calculated based on 49,539,919 shares of Common Stock issued and outstanding as of March 4, 2019 as reported in the Issuer’s 10-K filed on March 11, 2019, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership. |
EXPLANATORY NOTE: This Amendment No. 21 to Schedule 13D ("Amendment No. 21") relates to the common stock, $0.01 par value per share (the "Common Stock") of Par Pacific Holdings, Inc., a Delaware corporation (the "Issuer"), which has its principal executive office at One Memorial Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024. This Amendment No. 21 amends, as set forth below, the Schedule 13D filed by Whitebox Advisors LLC and certain related parties with respect to the Issuer on September 11, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed on February 28, 2013, Amendment No. 2 to the Original Schedule 13D filed on October 3, 2013, Amendment No. 3 to the Original Schedule 13D filed on August 27, 2014, Amendment No. 4 to the Original S chedule 13D filed on April 23, 2015, Amendment No. 5 to the Original Schedule 13D filed on August 3, 2015, Amendment No. 6 to the Original Schedule 13D filed on December 8, 2015, Amendment No. 7 to the Original Schedule 13D filed on June 21, 2016, Amendment No. 8 to the Original Schedule 13D filed on August 15, 2016, Amendment No. 9 to the Original Schedule 13D filed on September 13, 2016, Amendment No. 10 to the Original Schedule 13D filed on December 5, 2016, Amendment No. 11 to the Original Schedule 13D filed on June 9, 2017, Amendment No. 12 to the Original Schedule 13D filed on September 12, 2017, Amendment No. 13 to the Original Schedule 13D filed on September 19, 2017, Amendment No. 14 to the Original Schedule 13D filed on October 5, 2017, Amendment No. 15 to the Original Schedule 13D filed on October 11, 2017, Amendment No. 16 filed on December 19, 2017, Amendment No. 17 filed on September 4, 2018, Amendment No. 18 filed on November 8, 2018, Amendment No. 19 filed on February 21, 2019, and Amendment No. 20 filed on April 2, 2019 (collectively, the "Schedule 13D"). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The items of the Schedule 13D are amended as described herein, and only those items amended are reported herein. Unless otherwise stated herein, the Schedule 13D remains in full force and effect.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) See Items 11 and 13 of the cover pages to this Amendment No. 21 for the aggregate number and percentage of outstanding shares of Common Stock that are beneficially owned by each of the Reporting Persons as of April 2, 2019. Calculation of the percentages of outstanding shares of Common Stock beneficially owned were based on 49,539,919 shares of Common Stock outstanding, which is the number of Common Stock outstanding that the Issuer reported in the Issuer’s 10-K filed on March 11, 2019. For purposes of these calculations the following number of Common Stock have been included in the number of shares of Common Stock outstanding for the respective Reporting Person(s): the 354,350 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have indirect beneficial ownership.
(b) See Items 7 through 10 of the cover pages to this Amendment No. 21 for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as of April 2, 2019 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.
(c) The transactions in the Common Stock by the Reporting Persons since the last filing on Schedule 13D are set forth in Exhibit 99.37. All transactions were conducted in the open market.
(d) The WA Private Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by the Reporting Persons.
(e) The Reporting Persons no longer own more than 5% of the total outstanding shares of Common Stock. Consequently, this is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons.
| Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Schedule 13D is amended and supplemented as follows.
| Exhibit No. | Description | |
| 99.37 | Schedule of Transactions in the Common Stock by the Reporting Persons | |
| 99.38 | Amended and Restated Joint Filing Agreement, dated April 3, 2019, among the Reporting Persons. | |
| 99.39 | Executive Officers and Board of Whitebox Advisors LLC | |
| 99.40 | Board of Whitebox General Partner LLC |
| Signature |
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: April 3, 2019
WHITEBOX ADVISORS LLC
| By: | /s/ Mark Strefling | |
| Mark Strefling | ||
| Chief Executive Officer and General Counsel |
WHITEBOX GENERAL PARTNER LLC
| By: | /s/ Mark Strefling | |
| Mark Strefling | ||
|
Whitebox Advisors LLC Chief Executive Officer and General Counsel |
EXHIBIT 99.37
SCHEDULE OF TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS
Schedule of Transactions in Common Stock by Whitebox Advisors LLC and Whitebox General Partner LLC (on behalf of private funds for which they act as investment adviser and general partner, respectively)
| Date of Transaction | Title of Class | Number of Shares/ United Disposed | Price Per Share/Unit | |||||||||
| 02/20/2019 | Common Stock | 27,606 | $ | 17.241 | ||||||||
| 02/21/2019 | Common Stock | 23,568 | $ | 17.136 | ||||||||
| 02/22/2019 | Common Stock | 17,032 | $ | 17.269 | ||||||||
| 02/25/2019 | Common Stock | 18,100 | $ | 17.170 | ||||||||
| 02/26/2019 | Common Stock | 16,300 | $ | 17.057 | ||||||||
| 02/27/2019 | Common Stock | 17,600 | $ | 17.045 | ||||||||
| 02/28/2019 | Common Stock | 17,400 | $ | 16.952 | ||||||||
| 03/01/2019 | Common Stock | 16,000 | $ | 17.048 | ||||||||
| 03/04/2019 | Common Stock | 16,700 | $ | 16.708 | ||||||||
| 03/05/2019 | Common Stock | 13,900 | $ | 16.342 | ||||||||
| 03/06/2019 | Common Stock | 45,000 | $ | 16.500 | ||||||||
| 03/07/2019 | Common Stock | 39,200 | $ | 16.807 | ||||||||
| 03/08/2019 | Common Stock | 5,924 | $ | 16.524 | ||||||||
| 03/11/2019 | Common Stock | 22,576 | $ | 16.648 | ||||||||
| 03/12/2019 | Common Stock | 21,376 | $ | 16.767 | ||||||||
| 03/19/2019 | Common Stock | 11,059 | $ | 17.551 | ||||||||
| 03/20/2019 | Common Stock | 9,398 | $ | 17.416 | ||||||||
| 03/21/2019 | Common Stock | 29,543 | $ | 17.779 | ||||||||
| 03/22/2019 | Common Stock | 24,438 | $ | 17.776 | ||||||||
| 03/26/2019 | Common Stock | 30,752 | $ | 17.928 | ||||||||
| 03/27/2019 | Common Stock | 21,936 | $ | 17.827 | ||||||||
| 04/01/2019 | Common Stock | 11,800 | * | $ | 18.058 | |||||||
| 04/02/2019 | Common Stock | 180 | $ | 18.020 | ||||||||
*This number reflects the correct number of shares of Common
Stock sold on April 1, 2019.
EXHIBIT 99.38
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly Amendment No. 21 (and any subsequent amendments) to the statement on Schedule 13D with respect to the shares of common stock, $0.01 par value, of Par Pacific Holdings, Inc.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to Amendment No. 21 to the statement on Schedule 13D, and to any subsequent amendments thereto, filed on behalf of the parties hereto.
Date: April 3, 2019
WHITEBOX ADVISORS LLC
| By: | /s/ Mark Strefling | |
| Mark Strefling | ||
| Chief Executive Officer and General Counsel |
WHITEBOX GENERAL PARTNER LLC
| By: | /s/ Mark Strefling | |
| Mark Strefling | ||
|
Whitebox Advisors LLC Chief Executive Officer and General Counsel |
Exhibit 99.39
EXECUTIVE OFFICERS AND BOARD OF WHITEBOX ADVISORS LLC
The name, business address, present principal employment and citizenship of each executive officer and board member of Whitebox Advisors LLC is set forth below.
| Name | Business Address | Present Principal Employment | Citizenship | |||
| Andrew Redleaf |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416
|
Founding Partner and Board member Whitebox Advisors LLC |
USA | |||
| Robert Vogel |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 |
Co-Chief Investment Officer and Board member Whitebox Advisors LLC
|
USA | |||
| Mark Strefling |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416
|
Chief Executive Officer, General Counsel and Board member Whitebox Advisors LLC |
USA | |||
| Elissa Weddle |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416
|
Chief Legal Officer Whitebox Advisors LLC |
USA | |||
| Chris Hardy |
280 Park Ave Suite 43W New York, NY 10017
|
Chief Compliance Officer Whitebox Advisors LLC |
USA | |||
| Brian Lofton |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416
|
Chief Risk Officer Whitebox Advisors LLC |
USA | |||
| Paul Twitchell |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416
|
Co-Chief Investment Officer and Board member Whitebox Advisors LLC
|
USA | |||
| Richard Vigilante |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 |
Chief Communications Officer and Board member Whitebox Advisors LLC |
USA | |||
| Robert Riepe |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416
|
Chief Financial Officer Whitebox Advisors LLC |
USA | |||
| Kerry Manaster |
3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 |
Chief Technology Officer Whitebox Advisors LLC |
USA | |||
| Jake Mercer |
3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 |
Head of Special Situations and Restructuring and Board member Whitebox Advisors LLC |
USA | |||
| Paul Roos |
3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 |
Head of Structured Credit and Board member Whitebox Advisors LLC |
USA | |||
Exhibit 99.40
BOARD OF WHITEBOX GENERAL PARTNER LLC
The name, business address, present principal employment and citizenship of each board member of Whitebox General Partner LLC is set forth below.
| Name | Business Address | Present Principal Employment | Citizenship | |||
| Andrew Redleaf |
3033 Excelsior Boulevard
|
Founding Partner Whitebox Advisors LLC |
USA | |||
| Robert Vogel |
3033 Excelsior Boulevard
|
Co-Chief Investment Officer Whitebox Advisors LLC |
USA | |||
| Mark Strefling |
3033 Excelsior Boulevard
|
Chief Executive Officer and General Counsel Whitebox Advisors LLC |
USA | |||
| Paul Twitchell |
3033 Excelsior Boulevard
|
Co-Chief Investment Officer Whitebox Advisors LLC |
USA | |||
| Richard Vigilante | 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 |
Chief Communications Officer Whitebox Advisors LLC |
USA | |||
| Jake Mercer | 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 |
Head of Special Situations and Restructuring Whitebox Advisors LLC |
USA | |||
| Paul Roos | 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 |
Head of Structured Credit Whitebox Advisors LLC |
USA |