Sec Form 4 Filing - NOKES JIM W @ ANDEAVOR - 2018-09-28

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 NOKES JIM W 2. Issuer Name and Ticker or Trading Symbol ANDEAVOR [ ANDV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 19100 RIDGEWOOD PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2018 (Street) SAN ANTONIO, TX78259-1828 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 10/01/2018 D 31,344 ( 1 ) D 0 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 Stock ( 3 ) 09/28/2018 A 2.977 ( 3 ) ( 3 ) Common Stock 2.977 $ 0 790.599 D Phantom Stock ( 4 ) 10/01/2018 D 790.599 ( 4 ) ( 4 ) Common Stock 790.599 ( 4 ) 0 D Restricted Stock Units ( 5 ) 10/01/2018 D 4,146 ( 5 ) ( 5 ) Common Stock 4,146 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NOKES JIM W 19100 RIDGEWOOD PARKWAY SAN ANTONIO, TX78259-1828 X Signatures /s/ Elisa D. Watts, Attorney-in-Fact for Jim W Nokes 10/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,145 restricted stock units. ( 2 )Pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among the Issuer, Marathon Petroleum Corporation ("MPC"), Mahi Inc. and Mahi LLC (as amended, the "Merger Agreement"), at the effective time, each outstanding share of the Issuer's common stock was cancelled and became exchangeable for, at the holder's election, either $152.27 in cash or 1.87 shares of MPC common stock, subject to an allocation and proration whereby the outstanding shares of Issuer's common stock would be exchanged for approximately $3.5 billion in cash with the balance of shares exchanged for MPC shares, and each restricted stock unit was accelerated and cancelled in exchange for $152.27 in cash. ( 3 )Represents dividend equivalent rights accrued to previously granted phantom stock awards, which were awarded under the director's deferred compensation plan. ( 4 )Pursuant to the Merger Agreement, at the effective time, each phantom stock unit was cancelled in exchange for $152.27 in cash. ( 5 )Pursuant to the Merger Agreement, at the effective time, each restricted stock unit for which the reporting person had previously elected to defer distribution was accelerated and cancelled in exchange for $152.27 in cash.

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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