Sec Form 4 Filing - Bonczek David @ Northern Tier Energy LP - 2015-01-21

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 Bonczek David 2. Issuer Name and Ticker or Trading Symbol Northern Tier Energy LP [ NTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP and CFO (Last) (First) (Middle) C/O NORTHERN TIER ENERGY LP, 1250 W. WASHINGTON STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2015 (Street) TEMPE, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Unit 01/21/2015 M 33,334 ( 1 ) A $ 0 57,118 D Common Unit 01/22/2015 S 11,301 ( 2 ) D $ 20.4326 ( 3 ) ( 4 ) 45,817 D

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 Phantom Unit ( 5 ) 01/21/2015 M 33,334 ( 1 ) ( 6 ) ( 6 ) Common Unit 33,334 $ 0 66,666 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bonczek David C/O NORTHERN TIER ENERGY LP 1250 W. WASHINGTON STREET, SUITE 300 TEMPE, AZ85281 Executive VP and CFO Signatures /s/ David Bonczek 01/23/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These units were issued pursuant to a phantom unit award granted to the reporting person on May 15, 2014, (the "2014 Phantom Unit Award"), settled on January 21, 2015, at the election of the Board of Directors (the "Board") of Northern Tier Energy GP LLC, the general partner of NTI, in NTI common units. ( 2 )This sale was made pursuant to an election dated August 29, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting equity award previously granted to the reporting person as compensation for services as an officer. ( 3 )The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of common units sold at each separate price. ( 4 )$20.4326 is the weighted average sale price. The common units were sold in various transactions through a broker at prices between $20.2300 per unit and $20.6200 per unit. ( 5 )Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in NTI or, at the election of the Board, or such committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for services as an officer. ( 6 )The 2014 Phantom Unit Award vests ratably on the third Wednesday of each of the three years following the date of grant. The vested common units underlying the phantom units, or the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than the 70th calendar day following the vesting of the phantom units. ( 7 )This number of derivative securities includes 66,666 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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