Insider filing report for Changes in Beneficial Ownership
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FORM 3
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 *
MPLX LP
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)
200 E. HARDIN 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
Limited Partner Interest 1 ( 1 ) ( 2 ) D ( 2 ) ( 3 ) ( 4 )
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
MPLX LP
200 E. HARDIN STREET
FINDLAY, OH45840
X X
Marathon Petroleum Corp
539 SOUTH MAIN STREET
FINDLAY, OH45840
X X
MPLX GP LLC
200 E. HARDIN STREET
FINDLAY, OH45840
X X
MPC Investment LLC
539 SOUTH MAIN STREET
FINDLAY, OH45840-3229
X X
MPLX Logistics Holdings LLC
200 E. HARDIN STREET
FINDLAY, OH45840
Less than 10% owner
ANDEAVOR LLC
539 SOUTH MAIN STREET
FINDLAY, OH45840
X
Western Refining, Inc.
539 SOUTH MAIN STREET
FINDLAY, OH45840
X
Giant Industries, Inc.
539 SOUTH MAIN STREET
FINDLAY, OH45840
X
Western Refining Southwest, Inc.
539 SOUTH MAIN STREET
FINDLAY, OH45840
X
TESORO REFINING & MARKETING Co LLC
539 SOUTH MAIN STREET
FINDLAY, OH45840
Less than 10% owner
Signatures
/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary of MPLX GP LLC, the General Partner of MPLX LP 08/09/2019
** Signature of Reporting Person Date
/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, Marathon Petroleum Corporation 08/09/2019
** Signature of Reporting Person Date
/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, MPLX GP LLC 08/09/2019
** Signature of Reporting Person Date
/s/ Molly R. Benson, Vice President, Chief Securities, Governance and Compliance Officer and Corporate Secretary, MPC Investment LLC 08/09/2019
** Signature of Reporting Person Date
/s/ Molly R. Benson, Assistant Secretary, MPLX Logistics Holdings LLC 08/09/2019
** Signature of Reporting Person Date
s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC 08/09/2019
** Signature of Reporting Person Date
/s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc. 08/09/2019
** Signature of Reporting Person Date
/s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc. 08/09/2019
** Signature of Reporting Person Date
/s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc. 08/09/2019
** Signature of Reporting Person Date
/s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC 08/09/2019
** 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 (the "General Partner") 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 a limited partner interest in the Issuer was converted into the right to receive common units representing limited partner interests in MPLX at exchange ratios as set forth in the Merger Agreement. At the Effective Time, a limited partner interest in the Issuer which constitutes in the aggregate 100% of the aggregate partnership interest (as defined in Delaware Revised Uniform Limited Partnership Act, as amended) of all limited partners in the Issuer was issued to MPLX. Marathon Petroleum Corporation ("MPC") and certain of the other Reporting Persons may be deemed to beneficially own the limited partner interest of the Issuer owned by MPLX, but each disclaims beneficial ownership of such security except to the extent of each Reporting Person's pecuniary interest therein.
( 3 )This Form 3 is filed jointly by MPC, MPC Investment LLC ("MPCI"), the General Partner, MPLX, MPLX Logistics Holdings LLC ("Logistics"), Andeavor LLC, Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI") and Tesoro Refining & Marketing Company LLC ("TRMC"). Tesoro Alaska Company LLC ("TAC") and TLGP are also members of the Reporting Group but, as described below, are filing a separate Form 3 related to same event as this Form 3.
( 4 )Following the Merger, MPCI, the General Partner, Logistics Holdings, WRSI and TLGP beneficially own approximately 63% of the common units representing limited partner interests in MPLX, and the General Partner owns the non-economic general partner interest in MPLX. MPCI, a direct wholly owned subsidiary of MPC, owns all of the membership interests in both the General Partner and Logistics Holdings. The General Partner is the general partner of MPLX. 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. WRSI, TAC and TRMC collectively own all of the membership interests in TLGP. Accordingly, MPCI, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.

Remarks:
This Form 3 is the first of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than ten Reporting Persons in the Reporting Group and the SEC's EDGAR filing system limits each Form 3 filing to a maximum of ten Reporting Persons. This Form 3 is jointly filed by MPC, MPCI, the General Partner, Logistics Holdings, MPLX, Andeavor LLC, WRI, GII, WRSI and TRMC.

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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