Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

  _____________________________________________

  Current Report

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 11, 2019

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ANDEAVOR LOGISTICS LP

(Exact name of registrant as specified in its charter)

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Delaware		001-35143		27-4151603
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 E. Hardin Street Findlay, Ohio		45840
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

[phone]

(Former name or former address, if changed since last report.)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Units Representing Limited Partnership Interests	ANDX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on May 7, 2019, Andeavor Logistics LP ( the “Partnership”), Tesoro Logistics GP, LLC, the general partner of the Partnership (the “General Partner”), MPLX LP (“MPLX”), MPLX GP LLC, the general partner of MPLX, and MPLX MAX LLC, a wholly owned subsidiary of MPLX (“Merger Sub”), entered into an Agreement and Plan of Merger pursuant to which Merger Sub will be merged with and into the Partnership with the Partnership surviving the merger as a wholly owned subsidiary of MPLX (the “Merger”).

On July 11, 2019, it was determined that, following completion of the Merger, Don J. Sorensen, President of the General Partner, will cease to serve in that capacity. MPLX and the Partnership have previously announced that the Merger is expected to close on July 30, 2019.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Andeavor Logistics LP
	By:		Tesoro Logistics GP, LLC, its General Partner
Date: July 15, 2019	By:		/s/ Molly R. Benson
			Name: Molly R. Benson
			Title: Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary