SEC Form 3

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 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

1. Name and Address of Reporting Person* ANDEAVOR LLC (Last) (First) (Middle) 539 SOUTH MAIN STREET (Street) FINDLAY OH 45840-3229 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/30/2019	3. Issuer Name and Ticker or Trading Symbol MPLX LP [ MPLX ]
		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 of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)

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: 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

1. Name and Address of Reporting Person* ANDEAVOR LLC (Last) (First) (Middle) 539 SOUTH MAIN STREET (Street) FINDLAY OH 45840-3229 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Western Refining Southwest, Inc. (Last) (First) (Middle) 539 S. MAIN ST. (Street) FINDLAY OH 45840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tesoro Logistics GP, LLC (Last) (First) (Middle) 539 S. MAIN ST. (Street) FINDLAY OH 45840 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Less than 10% owner

1. Name and Address of Reporting Person* Western Refining, Inc. (Last) (First) (Middle) 539 SOUTH MAIN STREET (Street) FINDLAY OH 45840-3229 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Giant Industries, Inc. (Last) (First) (Middle) 539 SOUTH MAIN STREET (Street) FINDLAY OH 45840-3229 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TESORO REFINING & MARKETING Co LLC (Last) (First) (Middle) 539 SOUTH MAIN STREET (Street) FINDLAY OH 45840-3229 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Less than 10% owner

1. Name and Address of Reporting Person* Tesoro Alaska Co LLC (Last) (First) (Middle) 539 SOUTH MAIN STREET (Street) FINDLAY OH 45840-3229 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Less than 10% owner

Explanation of Responses:

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.

Remarks:

	/s/ Molly R. Benson, Vice President and Secretary, Andeavor LLC	08/01/2019
	/s/ Molly R. Benson, Vice President and Secretary, Western Refining Southwest, Inc.	08/01/2019
	/s/ Molly R. Benson, Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary, Tesoro Logistics GP, LLC	08/01/2019
	/s/ Molly R. Benson, Vice President and Secretary, Western Refining, Inc.	08/01/2019
	/s/ Molly R. Benson, Vice President and Secretary, Giant Industries, Inc.	08/01/2019
	/s/ Molly R. Benson, Vice President and Secretary, Tesoro Refining & Marketing Company LLC	08/01/2019
	/s/ Molly R. Benson, Vice President and Secretary, Tesoro Alaska Company LLC	08/01/2019
	** Signature of Reporting Person	Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.