13D Filing: Whitebox Advisors and Par Pacific Holdings Inc. (PARR)

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows (to the extent of any inconsistency between information previously provided by the Reporting Persons in response to Item 4 and the below, the below shall control):

The WA Private Funds, including WMP, have sold certain of their Common Stock.  The sales are set forth in Exhibit 99.37.

WA, WGP and WMP have acquired beneficial ownership of the Common Stock for investment purposes in the ordinary course of their investing activities, and will review their investment in the Issuer on a regular basis.  The Reporting Persons continue to support the Issuer’s current management team and its board of directors, and may from time to time have discussions with representatives of the Issuer, including members of its senior management and its Board, and with other significant shareholders regarding potential strategic alternatives and transactions that the Issuer could employ to increase shareholder value and the current trading price of the Common Stock.  The Reporting Persons intend to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations, financial condition, capital structure, management’s performance and prospects of the Issuer.

While the Reporting Persons reserve the right to, without limitation, acquire additional Common Shares, the Reporting Persons presently intend to only do so through the acquisition of rights, such as shareholder or pre-emptive rights, pursuant to a pro rata grant to all holders of the same class of equity securities.  The Reporting Persons also intend to dispose of all or some of the Common Shares they currently hold from time to time, in each case, in open market or private transactions, block sales or otherwise.  The Reporting Persons also may continue to hold the Common Shares.  The Reporting Persons have also acquired more Additional Notes as described in Amendment No. 9 to the Original Schedule 13D and may acquire or dispose of Notes in the future.  The Reporting Persons also may continue to hold the Notes.  Further, the Reporting Persons reserve the right to revise their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, and subsequent developments affecting the Issuer.

The Reporting Persons have no plans or proposals as of the date of this filing other than as expressly set forth above.