Sec Form 4 Filing - Zell Credit Opportunities Master Fund, L.P. @ PAR PACIFIC HOLDINGS, INC. - 2015-11-20

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 Zell Credit Opportunities Master Fund, L.P. 2. Issuer Name and Ticker or Trading Symbol PAR PACIFIC HOLDINGS, INC. [ PARR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 600, 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2015 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/20/2015 P 402,284 A $ 22 402,284 I ( 1 ) See footnote ( 1 ) Common Stock 5,828,346 I ( 2 ) See footnote ( 2 ) Common Stock 6,340,398 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zell Credit Opportunities Master Fund, L.P. TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL60606 X CHAI TRUST CO LLC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL60606 X ZCOF Par Petroleum Holdings, L.L.C. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL60606 X EGI Investors, L.L.C. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL60606 X Signatures Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Phillip G. Tinkler, Chief Financial Officer 11/24/2015 Signature of Reporting Person Date Chai Trust Company, LLC; By: /s/ Phillip G. Tinkler, Chief Financial Officer 11/24/2015 Signature of Reporting Person Date ZCOF Par Petroleum Holdings, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President 11/24/2015 Signature of Reporting Person Date EGI Investors, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President 11/24/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )EGI Investors, L.L.C., a Delaware limited liability company ("Investors"), purchased the shares of Common Stock of Par Pacific Holdings, Inc. (the "Issuer") in a registered direct offering by the Issuer. Because Chai Trust Company, LLC, an Illinois limited liability company ("Chai"), is the managing member of Investors, Chai is deemed to beneficially own the 402,284 shares of Common Stock held directly by Investors. ( 2 )ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), owns the 5,828,346 shares of Common Stock directly. Because Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), is the sole member of Holdings, Master Fund is deemed to beneficially own the 5,828,346 shares of Common Stock of the Issuer held directly by Holdings. Because Chai is the general partner of Master Fund, it is deemed to beneficially own the 6,340,398 shares of Common Stock held directly by Master Fund and the 5,828,346 shares of Common Stock held directly by Holdings.

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).

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