Sec Form 4 Filing - Marathon Petroleum Corp @ ANDEAVOR LOGISTICS LP - 2019-07-30

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Marathon Petroleum Corp 2. Issuer Name and Ticker or Trading Symbol ANDEAVOR LOGISTICS LP [ ANDX] 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) 539 SOUTH MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2019 (Street) FINDLAY, OH45840 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 (Limited Partner Interests) 07/30/2019 D 156,173,128 D 0 I See Footnotes ( 1 ) ( 2 ) ( 3 )

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 Marathon Petroleum Corp 539 SOUTH MAIN STREET FINDLAY, OH45840 X X ANDEAVOR LLC 539 SOUTH MAIN STREET FINDLAY, OH45840 X X Western Refining, Inc. 539 SOUTH MAIN STREET FINDLAY, OH45840 X X Giant Industries, Inc. 539 SOUTH MAIN STREET FINDLAY, OH45840 X X Western Refining Southwest, Inc. 539 SOUTH MAIN STREET FINDLAY, OH45840 X X TESORO REFINING & MARKETING Co LLC 539 SOUTH MAIN STREET FINDLAY, OH45840 X Tesoro Alaska Co LLC 539 SOUTH MAIN STREET FINDLAY, OH45840 X Tesoro Logistics GP, LLC 539 SOUTH MAIN STREET FINDLAY, OH45840 X Signatures /s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation 08/01/2019 Signature of Reporting Person Date /s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC 08/01/2019 Signature of Reporting Person Date /s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc. 08/01/2019 Signature of Reporting Person Date /s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc. 08/01/2019 Signature of Reporting Person Date /s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc. 08/01/2019 Signature of Reporting Person Date /s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC 08/01/2019 Signature of Reporting Person Date /s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC 08/01/2019 Signature of Reporting Person Date /s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, Tesoro Logistics GP, LLC 08/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019, by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC ("TLGP"), MPLX GP LLC and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of MPLX. ( 2 )At the Effective Time, each common unit representing limited partner interests in the Issuer held by each of Western Refining Southwest, Inc. ("WRSI") and TLGP was converted into the right to receive 1.0328 common units representing limited partner interests in MPLX. The closing price of common units representing limited interests in MPLX on July 29, 2019, which was the last complete trading day prior to the Effective Time, was $28.51 as reported on the New York Stock Exchange. ( 3 )This Form 4 is submitted jointly by Marathon Petroleum Corporation ("MPC"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), WRSI, Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), and TLGP. Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI. All of the membership interests in TLGP are held by TRMC, TAC, and WRSI. Accordingly, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.