Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 1)

 

 

ANDEAVOR LOGISTICS LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

03350F106

(CUSIP Number)

Anthony Merhige

Harvest Fund Advisors LLC

100 West Lancaster Avenue, Suite 200

Wayne, Pennsylvania 19087

Tel: (610) 341-9700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Harvest Fund Advisors LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   IA

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Harvest Fund Holdco L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   PN

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Blackstone Harvest Holdco L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   OO

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Blackstone Intermediary Holdco L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   OO

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Blackstone Advisory Partners L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   PN

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Blackstone Advisory Services L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   OO

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Blackstone Holdings I L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   PN

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Blackstone Holdings I/II GP Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   CO

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   The Blackstone Group L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   PN

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   OO

 

 

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SCHEDULE 13D

 

CUSIP No. 03350F106

 

1		NAMES OF REPORTING PERSONS   Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,345,839
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,345,839
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,345,839
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
14		TYPE OF REPORTING PERSON (See Instructions)   IN

 

 

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This Amendment No. 1 to Schedule 13D relates to the common units representing limited partner interests (the Common Units) of Andeavor Logistics LP, a Delaware limited partnership (the Issuer), and amends the initial statement on Schedule 13D filed on October 26, 2017 (collectively, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

On August 13, 2017, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Issuer (TLLP GP), Western Refining Logistics, LP, a Delaware limited partnership (WNRL), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of WNRL (WNRL GP), WNRL Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Issuer (LP Merger Sub), and WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly-owned-subsidiary of the Issuer (GP Merger Sub). Pursuant to the Merger Agreement, (1) LP Merger Sub was to merge with and into WNRL (the Merger), with WNRL continuing as the surviving entity and a wholly-owned subsidiary of the Issuer, and (2) GP Merger Sub was to merge with and into WNRL GP (the GP Merger), with WNRL GP continuing as the surviving entity and a wholly-owned subsidiary of the Issuer. The Merger closed on October 30, 2017.

Pursuant to the terms of the Merger Agreement, each common unit of WNRL issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.5233 Common Units of the Issuer. As of the effective time of the Merger, the funds and accounts managed by HFA held an aggregate of 4,453,547 common units of WNRL, which converted into an aggregate of approximately 2,330,494 Common Units of the Issuer.

As of October 30, 2017, the funds and accounts managed by HFA acquired the securities reported herein for aggregate consideration of approximately $426.6 million, using cash available in such funds and accounts and, in the case of the Common Units acquired in the Merger, the 4,453,547 common units of WNRL held by such funds and accounts at the effective time of the Merger as described herein.

 

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(b) are hereby amended and restated as follows:

(a) and (b). Calculations of the percentage of Common Units beneficially owned assumes that there are a total of 216,148,987 Common Units outstanding as of October 30, 2017.

The aggregate number and percentage of Common Units beneficially owned by each Reporting Person and, for each Reporting Person, the number of Common Units as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

The amounts reported herein reflect the number of Common Units held by funds and accounts managed by HFA as of October 30, 2017, based on an estimate of the number of Common Units acquired in the Merger. None of the Blackstone Persons directly owns any Common Units.

Harvest Fund Holdco L.P. is the sole member of HFA. Blackstone Harvest Holdco L.L.C. is the general partner of Harvest Fund Holdco L.P. Blackstone Intermediary Holdco L.L.C. is the sole member of Blackstone Harvest Holdco L.L.C. Blackstone Advisory Partners L.P. is the sole member of Blackstone Intermediary Holdco L.L.C. Blackstone Advisory Services L.L.C. is the general partner of Blackstone Advisory Partners L.P. Blackstone Holdings I L.P. is the sole member of Blackstone Advisory Services L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.

HFA, an investment adviser registered under the Investment Advisers Act of 1940, as amended, advises funds and accounts. In such capacity, HFA has voting authority and dispositive discretion over the securities of the Issuer described in this Schedule 13D that are owned by the funds and accounts advised by it. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), HFA and the other Reporting Persons each disclaims beneficial ownership of all securities reported as beneficially owned by HFA in this Schedule 13D. None of the Reporting Persons has any pecuniary interest in the securities reported as beneficially owned by HFA in this Schedule 13D, as such term is used for purposes of Section 16 of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the securities referred to herein for purposes of Section 13(d) or Section 16 of the Exchange Act or for any other purpose.

Item 5(c) is hereby amended and restated as follows:

(c) Except as set forth in Item 3 and Schedule 1 of this Amendment No. 1, none of the Reporting Persons has effected any transaction since those reported on the initial Schedule 13D filed by the Reporting Persons on October 26, 2017.

Item 5(e) is hereby amended and restated as follows:

As of October 30, 2017, the Reporting Persons ceased to beneficially own more than five percent of the outstanding Common Units.

 

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Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated as follows:

An account managed by HFA has entered into notional principal amount derivative agreements (the Derivative Agreements) in the form of cash settled swaps with respect to 1,243,422 Common Units (representing economic exposure to approximately 0.6% of the Common Units). The Derivative Agreements provide each such holder with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Units that are the subject of the Derivative Agreements (such units, the Subject Units). The Reporting Persons disclaim beneficial ownership in the Subject Units. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

 

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SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 2, 2017

 

[Andeavor Logistics LP Schedule 13D/A]

 

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[Andeavor Logistics LP Schedule 13D/A]

 

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SCHEDULE 1

The below reflects the transactions in Common Units effected by the Reporting Persons since those reported on the initial Schedule 13D filed by the Reporting Persons on October 26, 2017, other than as reflected in Item 3 of this Amendment No. 1. All transactions occurred in the open market.

 

Date		Common Units Purchased/(Sold)		Weighted Average Trading Price per Common Unit		Seller
10/27/2017		(5,072)		$46.5229		Harvest Fund Advisors LLC*
10/30/2017		(13,334)		$46.2536		Harvest Fund Advisors LLC*
10/30/2017		(28,284)		$47.1700		Harvest Fund Advisors LLC*
10/30/2017		28,284		$47.1700		Harvest Fund Advisors LLC*
10/31/2017		(46,259)		$45.4753		Harvest Fund Advisors LLC*

 

*	Reflects transactions in the Common Units effected by Harvest Fund Advisors LLC on behalf of the funds and accounts it manages.

 

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