Page 5 of 10 – SEC Filing
EXPLANATORY NOTE: This
Amendment No. 12 to Schedule 13D (“Amendment No. 12”) relates to the common stock, $0.01 par value per share (the “Common
Stock”) of Par Pacific Holdings, Inc., a Delaware corporation (the “Issuer”), which has its principal executive
office at One Memorial Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024. This Amendment No. 12 amends, as set forth below,
the Schedule 13D filed by Whitebox Advisors LLC and certain related parties with respect to the Issuer on September 11, 2012 (the
“Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D filed on February 28, 2013, Amendment No. 2 to
the Original Schedule 13D filed on October 3, 2013, Amendment No. 3 to the Original Schedule 13D filed on August 27, 2014, Amendment
No. 4 to the Original Schedule 13D filed on April 23, 2015, Amendment No. 5 to the Original Schedule 13D filed on August 3, 2015,
Amendment No. 6 to the Original Schedule 13D filed on December 8, 2015, Amendment No. 7 to the Original Schedule 13D filed on June
21, 2016, Amendment No. 8 to the Original Schedule 13D filed on August 15, 2016, Amendment No. 9 to the Original Schedule 13D filed
on September 13, 2016, Amendment No. 10 to the Original Schedule 13D filed on December 5, 2016, and Amendment No. 11 to the Original
Schedule 13D filed on June 9, 2017 (collectively, the “Schedule 13D”). All capitalized terms not otherwise defined herein
have the meanings ascribed to such terms in the Schedule 13D. The items of the Schedule 13D are amended as described herein, and
only those items amended are reported herein. Unless otherwise stated herein, the Schedule 13D remains in full force and effect.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby
amended and restated as follows:
(a) See
Items 11 and 13 of the cover pages to this Amendment No. 12 for the aggregate number and percentage of outstanding shares of Common
Stock that are beneficially owned by each of the Reporting Persons as of September 11, 2017. Calculation of the percentages of outstanding
shares of Common Stock beneficially owned were based on 45,802,763 shares of Common Stock outstanding, which is the number of Common
Stock outstanding that the Issuer reported in the Issuer’s Form 10-Q filed on August 9, 2017. For purposes of these calculations
the following number of Common Stock have been included in the number of shares of Common Stock outstanding for the respective
Reporting Person(s): (i) the 354,350 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have
indirect beneficial ownership; and (ii) the 163,842 shares of Common Stock issuable upon the exercise of the Warrants over which
WMP has beneficial ownership.
(b) See
Items 7 through 10 of the cover pages to this Amendment No. 12 for the number of shares of Common Stock beneficially owned by each
of the Reporting Persons as of September 11, 2017 as to which there is sole or shared power to vote or direct the vote, and sole
or shared power to dispose or direct the disposition.
(c) The
transactions in the Common Stock by the Reporting Persons in the past 60 days are set forth in Exhibit 99.37. All transactions
were conducted in the open market.
(d) The
WA Private Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of shares of Common Stock owned by the Reporting Persons.
(e) Not
applicable.
| Item 7. | Material to Be Filed as Exhibits |
Item
7 of the Schedule 13D is amended and supplemented as follows.
| Exhibit No. | Description | |
| 99.37 | Schedule of Transactions in the Common Stock by the Reporting Persons | |
| 99.38 | Amended and Restated Joint Filing Agreement, dated September 12, 2017, among the Reporting Persons. | |
| 99.39 | Executive Officers and Board of Whitebox Advisors LLC | |
| 99.40 | Board of Whitebox General Partner LLC | |
