Sec Form 4 Filing - Zell Credit Opportunities Master Fund, L.P. @ PAR PACIFIC HOLDINGS, INC. - 2016-09-09

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) 09/09/2016 (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

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 Subscription Rights (right to buy) $ 12.25 ( 1 ) 09/09/2016 S 301,506 08/26/2016 09/14/2016 Common Stock 29,849 $ 0.1157 ( 5 ) 11,867,238 ( 2 ) ( 3 ) D Subscription Rights (right to buy) $ 12.25 ( 1 ) 09/12/2016 S 218,655 08/26/2016 09/14/2016 Common Stock 21,646 $ 0.1031 ( 6 ) 11,648,583 ( 2 ) ( 3 ) D Subscription Rights (right to buy) $ 12.25 ( 1 ) 09/13/2016 S 505,188 08/26/2016 09/14/2016 Common Stock 50,013 $ 0.0502 ( 7 ) 8,672,597 ( 2 ) ( 3 ) ( 4 ) D

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 09/13/2016 Signature of Reporting Person Date Chai Trust Company, LLC; By: /s/ Phillip G. Tinkler, Chief Financial Officer 09/13/2016 Signature of Reporting Person Date ZCOF Par Petroleum Holdings, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President 09/13/2016 Signature of Reporting Person Date EGI Investors L.L.C.; By: /s/ Phillip G. Tinkler, Vice President 09/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Par Pacific Holdings, Inc. (the "Issuer") commenced a pro rata rights offering (the "Offering") on August 26, 2016. Pursuant to the Offering each stockholder of Issuer received one transferable subscription right (the "Right') for each whole share of Issuer common stock (the "Common Stock") owned by that stockholder. Each subscription right will entitle a rights holder to purchase 0.099 shares of the Common Stock at a subscription price of $12.25 per whole share. The subscription rights will expire if they are not exercised by 5:00 p.m. New York City time on September 14, 2016 (unless terminated or extended by the Issuer.) ( 2 )Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), received 6,340,398 Rights in the Offering. ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), distributed the 5,828,346 Rights that it received in the Offering to Master Fund, as the sole member of Holdings, and Master Fund directly held a total of 12,168,744 Rights. Does not include 402,284 Rights that EGI Investors, L.L.C., a Delaware limited liability company ("EGI Investors"), received on the Offering Date. Chai Trust Company, LLC, an Illinois limited liability company, is the general partner of Master Fund ("General Partner") and the managing member of EGI Investors. 9,697,916 of the Rights received by Master Fund in the Offering are held by Master Fund for the sole benefit of one of Master Fund's limited partners (the "Limited Partner") which is not an affiliate of Master Fund, Holdings, EGI Investors, or General Partner. ( 3 )(Continued from Footnote 2) All proceeds from the sale of the total of 1,025,349 Rights shown on this Form 4 on the NYSE MKT and any additional Rights to be sold will be distributed to the unaffiliated Limited Partner in respect of such Limited Partner's pro rata limited partnership interest in Master Fund. None of Master Fund, Holdings, EGI Investors or General Partner has a pecuniary interest in any of the Rights held on behalf of the Limited Partner nor in any proceeds received by Limited Partner upon the sale of Rights; and each of them hereby disclaims any Section 16 beneficial interest in the Rights held on behalf of the Limited Partner. ( 4 )On September 13, 2016, Master Fund distributed to EGI Investors, the other limited partner in Master Fund, 2,470,798 Rights based on EGI Investors' pro rata limited partner interest in Master Fund. EGI Investors has not sold, and will not, sell any of the Rights distributed to EGI Investors. The amount shown also reflects such distribution. ( 5 )Represents the weighted average price of multiple transactions with a range of prices between $0.11 and $0.125. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price. ( 6 )Represents the weighted average price of multiple transactions with a range of prices between $0.095 and $0.123. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price. ( 7 )Represents the weighted average price of multiple transactions with a range of prices between $0.05 and $0.07. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price.

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