Sec Form 4 Filing - Zell Credit Opportunities Master Fund, L.P. @ PAR PACIFIC HOLDINGS, INC. - 2016-09-14

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) 09/14/2016 (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 Common Stock 09/14/2016 X( 1 )( 2 ) 284,435 A $ 12.25 686,719 I See footnote ( 2 ) Common Stock 12,168,744 ( 3 ) 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 Subscription Rights (right to buy) ( 1 ) $ 12.25 09/14/2016 X 2,873,082 08/26/2016 09/14/2016 Common Stock 284,435 $ 0 0 I See footnote ( 2 )

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 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/ Philip G. Tinkler, Chief Financial Officer /s/Philip G. Tinkler 09/19/2016 Signature of Reporting Person Date Chai Trust Company, LLC; By: /s/ Philip G. Tinkler, Chief Financial Officer /s/Philip G. Tinkler 09/19/2016 Signature of Reporting Person Date EGI Investors L.L.C.; By: /s/ Philip G. Tinkler, Vice President /s/Philip G. Tinkler 09/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 15, 2016, Par Pacific Holdings, Inc. ("Issuer") announced that its pro rata rights offering (the "Offering") which commenced on August 26, 2016 and ended on September 14, 2016, had been fully subscribed. 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 entitled a rights holder to purchase 0.099 shares of the Common Stock at a subscription price of $12.25 per whole share. ( 2 )EGI Investors received 402,284 Rights in the Offering and, as previously reported, EGI Investors received 2,470,798 Rights that were distributed to EGI Investors by Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), based on EGI Investors' pro rata limited partner interest in Master Fund. As a result of the Offering being fully subscribed, the number of shares of Common Stock subscribed for by EGI Investors, L.L.C., a Delaware limited liability company ("EGI Investors"), became fixed at 284,435 shares of Common Stock. Because Chai Trust Company, LLC, an Illinois limited liability company, is the managing member of EGI Investors ("Managing Member"), it may be deemed to have indirectly beneficially owned the 2,873,082 Rights directly held by EGI Investors and to indirectly beneficially own the 686,719 shares of Common Stock held directly by EGI Investors. ( 3 )Because Managing Member is the sole general partner of Master Fund, it may be deemed to beneficially own the 12,168,744 shares of Common Stock of the Issuer held directly by Master Fund. On September 13, 2016, ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings") distributed all of the 5,828,346 shares of Common Stock directly held by Holdings to Master Fund, as Holdings' sole member. As a result, Master Fund now holds such shares directly and Holdings no longer owns any shares of Common Stock of Issuer. Holdings is no longer a 10% owner of Issuer or a member of a 10% group.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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