Sec Form 4 Filing - Sterin Steven @ ANDEAVOR - 2018-02-13

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 Sterin Steven 2. Issuer Name and Ticker or Trading Symbol ANDEAVOR [ ANDV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and CFO (Last) (First) (Middle) 19100 RIDGEWOOD PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2018 (Street) SAN ANTONIO,, TX78259 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 Stock 02/13/2018 M 10,796 A 35,255 D Common Stock 02/13/2018 F( 2 ) 3,561 D $ 97.77 31,694 D Common Stock 02/13/2018 A 7,309 A 39,003 D Common Stock 02/13/2018 F( 4 ) 2,877 D $ 97.77 36,126 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 Market Stock Unit Award ( 1 ) 02/13/2018 M 6,864 ( 1 ) ( 1 ) Common Stock 6,864 ( 1 ) $ 0 0 D Market Stock Unit Award ( 5 ) 02/13/2018 A 9,460 ( 5 ) ( 5 ) Common Stock 9,460 ( 5 ) $ 0 9,460 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sterin Steven 19100 RIDGEWOOD PARKWAY SAN ANTONIO,, TX78259 EVP and CFO Signatures /s/ Elisa D. Watts, Attorney-in-Fact for Steven M. Sterin 02/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting and settlement of market stock unit award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The market stock units vested on the third anniversary of the grant date, were adjusted based upon an ANDV stock price performance multiple, and were settled in shares of common stock upon certification by the Compensation Committee. ( 2 )These shares of common stock were automatically withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of the market stock unit award described in footnote 1. ( 3 )Vesting and settlement of TSR-based performance share award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The performance share award vested on December 31, 2017, the end of the three-year performance period, and was settled in shares of common stock upon certification by the Compensation Committee. ( 4 )These shares of common stock were automatically withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of the performance share award described in footnote 3. ( 5 )Market stock unit award granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The market stock units will vest on the third anniversary of the grant date and will be settled in shares of common stock. The number of shares received will be adjusted upon vesting to between 50% and 200% of the awarded amount based upon an ANDV stock price performance multiple.

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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