Sec Form 4 Filing - Stevens Scott L @ Northern Tier Energy LP - 2016-01-20

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
Stevens Scott L
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)
Sr VP & Chief Commercial Offcr
(Last) (First) (Middle)
C/O NORTHERN TIER ENERGY LP, 1250 W. WASHINGTON STREEET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/20/2016
(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 01/20/2016 M 14,334 ( 1 ) A $ 0 21,010 D
Common Unit 01/20/2016 S 4,837 ( 2 ) D $ 24.3274 ( 3 ) ( 4 ) 16,173 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 ) 01/20/2016 M 14,334 ( 6 ) ( 6 ) Common Units 14,334 $ 0 18,578 ( 7 ) D
Phantom Unit ( 5 ) 01/20/2016 A 11,591 ( 6 ) ( 6 ) Common Units 11,591 $ 0 30,169 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stevens Scott L
C/O NORTHERN TIER ENERGY LP
1250 W. WASHINGTON STREEET, SUITE 300
TEMPE, AZ85281
Sr VP & Chief Commercial Offcr
Signatures
/s/ Scott L. Stevens 01/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These common units were issued pursuant to a phantom unit award granted to the reporting person on May 15, 2014 (the "2014 Phantom Unit Award") and January 21, 2015 (the "2015 Phantom Unit Award"), settled, at the election of the Compensation Committee of the Board of Directors (the "Board") of Northern Tier Energy GP LLC ("NTI GP"), the general partner of NTI, in NTI common units.
( 2 )This sale was made pursuant to a previous election made by the reporting person for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of the 2014 Phantom Unit Award and the 2015 Phantom Unit 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 )$24.3274 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $24.2300 per share and $24.4700 per share.
( 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 of NTI GP.
( 6 )The phantom units vest ratably on the third Wednesday of January in 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 10,091 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award and 8,487 phantom units that remain outstanding from the 2015 Phantom Unit Award.
( 8 )This number of derivative securities includes (a) 10,091 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award; and (b) 8,487 phantom units that remain from the 2015 Phantom Unit Award; and (c) 11,591 phantom units that remain outstanding pursuant to a phantom unit award granted to the reporting person on January 20, 2016.

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