Sec Form 4 Filing - TESORO CORP /NEW/ @ TESORO LOGISTICS LP - 2015-11-12

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 TESORO CORP /NEW/ 2. Issuer Name and Ticker or Trading Symbol TESORO LOGISTICS LP [ TLLP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 19100 RIDGEWOOD PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2015 (Street) SAN ANTONIO, TX78259-1828 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 representing limited partnership interests 11/12/2015 A 4,263,367 A 32,445,115 D ( 2 )

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 TESORO CORP /NEW/ 19100 RID GEWOOD PARKWAY SAN ANTONIO, TX78259-1828 X X TESORO REFINING & MARKETING Co LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX78259-1828 X X TESORO ALASKA Co LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX78259-1828 X X Tesoro Logistics GP, LLC 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX78259-1828 X X Signatures /s/ Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Corporation 11/12/2015 Signature of Reporting Person Date /s/ Charles S. Parrish, Executive Vice President and Secretary, Tesoro Refining & Marketing Company LLC 11/12/2015 Signature of Reporting Person Date /s/ Charles S. Parrish, Executive Vice President, General Counsel and Secretary, Tesoro Alaska Company 11/12/2015 Signature of Reporting Person Date /s/ Charles S. Parrish, Vice President, General Counsel and Secretary, Tesoro Logistics GP, LLC 11/12/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Contribution, Conveyance and Assumption Agreement dated November 12, 2015 among the Issuer, Tesoro Logistics GP, LLC (the "General Partner"), Tesoro Corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC ("TRMC"), Carson Cogeneration Company ("Carson Cogen") and other parties thereto, (a) the General Partner agreed to contribute certain assets to the Issuer in exchange for 4,112,346 common units representing limited partner interests in the Issuer ("Common Units"), approximately $250 million in cash and 269,067 general partner units necessary to restore and maintain its 2% general partner interest in the Issuer and (b) Carson Cogen agreed to contribute certain assets to the Issuer in exchange for 151,021 Common Units. ( 2 )This Form 4 is filed jointly by Tesoro, the General Partner, TRMC and Tesoro Alaska. The General Partner owns a 2% general partner interest in the Issuer. Tesoro, Tesoro Alaska and TRMC collectively own 100% of the membership interests in the General Partner (Tesoro: 4%, Tesoro Alaska: 0.5%, and TRMC: 95.5%). Tesoro owns 100% of the securities of each of TRMC and Tesoro Alaska. Tesoro, Tesoro Alaska and TRMC may be deemed to beneficially own the securities of the Issuer held directly by the General Partner, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Following the transactions reported on this Form 4, Tesoro directly owns 15,620,925 Common Units, the General Partner directly owns 8,034,123 Common Units, Tesoro Alaska directly owns 571,065 Common Units and TRMC directly owns 8,067,981 Common Units and indirectly owns 151,021 Common Units through its wholly-owned subsidiary Carson Cogen.

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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