Sec Form 4 Filing - CHAI TRUST CO LLC @ PAR PACIFIC HOLDINGS, INC. - 2016-09-22

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 CHAI TRUST CO LLC 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) 09/22/2016 (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 09/22/2016 P( 1 )( 2 ) 190,913 A $ 12.25 877,632 I See footnote ( 3 ) Common Stock 12,168,744 I See footnote ( 4 )

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 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 Zell Credit Opportunities Master Fund, L.P. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL60606 X Signatures Chai Trust Company, LLC; By: /s/ Philip G. Tinkler, Chief Financial Officer 09/23/2016 Signature of Reporting Person Date EGI Investors L.L.C.; By: /s/ Philip G. Tinkler, Vice President 09/23/2016 Signature of Reporting Person Date Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Philip G. Tinkler, Chief Financial Officer 09/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 14, 2016, EGI Investors, L.L.C., a Delaware limited liability company ("EGI Investors") lent $35,000,000 to Issuer in exchange for a 2.50% convertible subordinated bridge note (the "Bridge Note") of Issuer in the principal amount of $36,842,105, which included $1,842,105 as consideration for the commitment fee payable to EGI Investors. The Bridge Note was issued in order to provide liquidity to Issuer prior to completion of its anticipated pro rata rights offering (the "Offering") to Issuer's stockholders. Pursuant to the Offering, which commenced on August 26, 2016 and ended on September 14, 2016, each stockholder of Issuer received one transferable subscription right for each whole share of Issuer common stock (the "Common Stock") owned by that stockholder. ( 2 )(Continued from Footnote 1) 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 (the "Subscription Price"). The Bridge Note became due and payable on September 22, 2016, the closing date of the Offering (the "Closing Date"), from the net proceeds of the Offering with any amounts not repaid being mandatorily convertible into shares of Common Stock at the Subscription Price per share. EGI Investors received a cash repayment $34,682,511.50 with respect to the Bridge Note and the 190,913 shares of Common Stock upon the Bridge Note's mandatory conversion. The amount of shares of Issuer Common Stock issuable to EGI Investors upon conversion of the Bridge Note could not be determined until the Closing Date when (i) the net proceeds to Issuer from the Offering and (ii) total interest payable to EGI Investors could be determined. ( 3 )Because Chai Trust Company, LLC, an Illinois limited liability company, is the managing member of EGI Investors ("Managing Member"), it may be deemed to indirectly beneficially own the 877,632 shares of Common Stock held directly by EGI Investors. ( 4 )Because Managing Member is the sole general partner of Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), Managing Member may be deemed to beneficially own the 12,168,744 shares of Common Stock of the Issuer held directly by Master Fund.

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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