Sec Form 4 Filing - Goff Gregory James @ ANDEAVOR - 2018-10-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Goff Gregory James 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 19100 RIDGEWOOD PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2018 (Street) SAN ANTONIO78259-1828 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 A 160,906 A 773,568.71 ( 2 ) D Common Stock 10/01/2018 D 773,568.71 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 Market Stock Units ( 4 ) 10/01/2018 D 120,035 ( 4 ) ( 4 ) Common Stock 120,035 ( 4 ) 0 D Stock Options ( 5 ) 10/01/2018 D 33,513 ( 5 ) 05/03/2020 Common Stock 33,513 ( 5 ) 0 D Stock Options ( 6 ) 10/01/2018 D 118,000 ( 6 ) 05/05/2020 Common Stock 118,000 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goff Gregory James 19100 RIDGEWOOD PARKWAY SAN ANTONIO78259-1828 X President and CEO Signatures /s/ Elisa D. Watts, Attorney-in-Fact for Gregory James Goff 10/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting of Total Shareholder Return ("TSR")-based performance share award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The performance share award was accelerated upon the change of control of the Issuer 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"), and performance was certified by the Compensation Committee. ( 2 )Includes 625.717 shares held through the Andeavor 401(k) plan (based upon a statement dated September 18, 2018). Also includes 23,844 shares gifted on August 29, 2018 by the reporting person from existing holdings to a trust of which the reporting person is a trustee and the beneficiaries are members of the reporting person's immediate family. ( 3 )Pursuant to 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. The TSR-based performance share award referenced above was assumed by MPC and converted into a time-based restricted stock unit award denominated in a number of MPC shares equal to the number of shares certified by the Compensation Committee as to performance for such award multiplied by 1.87. ( 4 )Pursuant to the Merger Agreement, at the effective time, each outstanding market stock unit award was assumed by MPC and converted into a time-based restricted stock unit award denominated in a number of MPC shares equal to the number of shares certified by the Compensation Committee as to performance for such award multiplied by 1.87. ( 5 )Pursuant to the Merger Agreement, at the effective time, this exercisable stock option was assumed by MPC and converted into an exercisable stock option to purchase 62,669 shares of MPC common stock at an exercise price of $7.31 per share. ( 6 )Pursuant to the Merger Agreement, at the effective time, this exercisable stock option was assumed by MPC and converted into an exercisable stock option to purchase 220,660 shares of MPC common stock at an exercise price of $6.92 per share..

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.