Toggle SGML Header (+)


Section 1: 3 (FORM 3 SUBMISSION)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  ANDEAVOR LLC
2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2019
3. Issuer Name and Ticker or Trading Symbol
MPLX LP [MPLX]
(Last)
(First)
(Middle)
539 SOUTH MAIN STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

FINDLAY, OH 45840-3229
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Units (Limited Partner Interests) 504,701,934
I
See Footnotes(1)(2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDEAVOR LLC
539 SOUTH MAIN STREET
FINDLAY, OH 45840-3229
    X    
Western Refining Southwest, Inc.
539 S. MAIN ST.
FINDLAY, OH 45840
    X    
Tesoro Logistics GP, LLC
539 S. MAIN ST.
FINDLAY, OH 45840
      Less than 10% owner
Western Refining, Inc.
539 SOUTH MAIN STREET
FINDLAY, OH 45840-3229
    X    
Giant Industries, Inc.
539 SOUTH MAIN STREET
FINDLAY, OH 45840-3229
    X    
TESORO REFINING & MARKETING Co LLC
539 SOUTH MAIN STREET
FINDLAY, OH 45840-3229
      Less than 10% owner
Tesoro Alaska Co LLC
539 SOUTH MAIN STREET
FINDLAY, OH 45840-3229
      Less than 10% owner

Signatures

/s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC 08/01/2019
**Signature of Reporting Person Date

/s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc. 08/01/2019
**Signature of Reporting Person Date

/s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, Tesoro Logistics GP, LLC 08/01/2019
**Signature of Reporting Person Date

/s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc. 08/01/2019
**Signature of Reporting Person Date

/s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc. 08/01/2019
**Signature of Reporting Person Date

/s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC 08/01/2019
**Signature of Reporting Person Date

/s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC 08/01/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) This Form 3 is submitted jointly by Andeavor LLC (as successor by merger to Andeavor), Western Refining, Inc. ("WRI"), Giant Industries, Inc. ("GII"), Western Refining Southwest, Inc. ("WRSI"), Tesoro Refining & Marketing Company LLC ("TRMC"), Tesoro Alaska Company LLC ("TAC"), and Tesoro Logistics GP, LLC ("TLGP") which, effective as of July 30, 2019, and pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019, by and among the Issuer, Andeavor Logistics LP, TLGP, MPLX GP LLC (the "General Partner") and MPLX MAX LLC, became a part of the reporting group which includes Marathon Petroleum Corporation ("MPC"), MPC Investment LLC ("MPC Investment"), the General Partner, and MPLX Logistics Holdings LLC ("Logistics Holdings").
(2) MPC Investment, a direct wholly-owned subsidiary of MPC, owns all of the membership interests in the General Partner and Logistics Holdings. Andeavor LLC is a wholly owned subsidiary of MPC. WRI is a wholly owned subsidiary of Andeavor LLC. GII is a wholly owned subsidiary of WRI. WRSI is a wholly owned subsidiary of GII. TRMC and TAC are wholly owned subsidiaries of WRSI. All of the membership interests in TLGP are held by TRMC, TAC, and WRSI. Accordingly, MPC Investment, the General Partner, Logistics Holdings, Andeavor LLC, WRI, GII, WRSI, TRMC, TAC and TLGP are all direct or indirect wholly owned subsidiaries of MPC.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. (Back To Top)