Sec Form 4 Filing - NTI GenPar, LLC @ Northern Tier Energy LP - 2013-05-23

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
NTI GenPar, LLC
2. Issuer Name and Ticker or Trading Symbol
Northern Tier Energy LP [ NTI]
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)
C/O ACON INVESTMENTS LLC, 1133 CONNECTICUT AVENUE, NW, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2013
(Street)
WASHINGTON, DC20036
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 05/23/2013 S 1,800,000 D $ 25.2288 ( 1 ) 47,122,500 I See Explanation of Responses ( 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
NTI GenPar, LLC
C/O ACON INVESTMENTS LLC
1133 CONNECTICUT AVENUE, NW, SUITE 700
WASHINGTON, DC20036
X X
Northern Tier Investors LP
C/O ACON INVESTMENTS LLC
1133 CONNECTICUT AVENUE, NW, SUITE 700
WASHINGTON, DC20036
X X
Northern Tier Investors, LLC
C/O ACON INVESTMENTS LLC
1133 CONNECTICUT AVENUE, NW, SUITE 700
WASHINGTON, DC20036
X X
Signatures
/s/ Barry Johnson, authorized officer of NTI GenPar, LLC (5) 05/24/2013
Signature of Reporting Person Date
/s/ Barry Johnson, authorized officer of Northern Tier Investors LP (5) 05/24/2013
Signature of Reporting Person Date
/s/ Barry Johnson, authorized officer of Northern Tier Investors, LLC (5) 05/24/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price represents the public offering price of $26.28 per common unit ("Common Unit") of Northern Tier Energy LP (the "Issuer") less the underwriters' discount of $1.0512 per Common Unit.
( 2 )NTI GenPar, LLC, a Delaware limited liability company ("NTI GenPar"), is the general partner of Northern Tier Investors LP, a Delaware limited partnership ("NTI LP"), which is the sole member of Northern Tier Investors, LLC, a Delaware limited liability company (together with NTI GenPar and NTI LP, the "Reporting Persons"), which is the sole member of Northern Tier Holdings LLC, a Delaware limited liability company ("NTH"), which directly holds the Common Units of the Issuer reported herein (the "NTI Common Units").
( 3 )Because of the relationship between the Reporting Persons and NTH, the Reporting Persons may be deemed to beneficially own the NTI Common Units to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of NTH. Each Reporting Person disclaims beneficial ownership of the NTI Common Units, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 4 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
(5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

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).
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