SC 13D/Amendment No. 10

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

 

 

Holly Energy Partners, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

435763 10 7

(CUSIP Number)

Denise C. McWatters

Senior Vice President, General Counsel and Secretary

HollyFrontier Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Tel: (214) 871-3555

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

February 21, 2018

(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 §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 person’s 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).

(Continued on following pages)

 

 

 


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

HollyFrontier Corporation     75-1056913

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

5,006 Common Units

     8   

SHARED VOTING POWER

 

59,625,024 Common Units

     9   

SOLE DISPOSITIVE POWER

 

5,006 Common Units

   10   

SHARED DISPOSITIVE POWER

 

59,625,024 Common Units

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)(2)

 

59,630,030 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

56.6% of Common Units

14  

TYPE OF REPORTING PERSON

 

CO – corporation

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) Certain direct and indirect wholly owned subsidiaries of HollyFrontier Corporation, including HollyFrontier Holdings LLC, Navajo Pipeline Co., L.P., HollyFrontier Navajo Refining LLC, HEP Logistics Holdings, L.P., HollyFrontier Woods Cross Refining LLC and Holly Logistics Limited LLC, are the record owners of 59,485,024 of these Common Units. 140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

 

2


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

HollyFrontier Holdings LLC     90-0868306

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

184,800 Common Units

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

184,800 Common Units

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

184,800 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2% of Common Units

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

 

3


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Navajo Holdings, Inc.     85-0284908

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New Mexico, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

59,260,110 Common Units (3)

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

59,260,110 Common Units (3)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)(2)

 

59,260,110 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

56.3% of Common Units

14  

TYPE OF REPORTING PERSON

 

CO – corporation

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) Navajo Pipeline Co., L.P., HEP Logistics Holdings, L.P. and Holly Logistics Limited LLC are the record owners of 59,120,110 of these Common Units.
(3) 140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

 

4


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Navajo Pipeline GP, L.L.C.     52-2364943

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

59,260,110 Common Units (3)

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

59,260,110 Common Units (3)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)(2)

 

59,260,110 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

56.3% of Common Units

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) Navajo Pipeline Co., L.P., HEP Logistics Holdings, L.P. and Holly Logistics Limited LLC are the record owners of 59,120,110 of these Common Units.
(3) 140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

 

5


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Navajo Pipeline LP, L.L.C.     85-0484420

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

59,260,110 Common Units (3)

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

59,260,110 Common Units (3)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)(2)

 

59,260,110 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

56.3% of Common Units

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) Navajo Pipeline Co., L.P., HEP Logistics Holdings, L.P. and Holly Logistics Limited LLC are the record owners of 59,120,110 of these Common Units.
(3) 140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

 

6


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Navajo Pipeline Co., L.P.     75-1611333

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

59,260,110 Common Units (3)

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

59,260,110 Common Units (3)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)(2)(3)

 

59,260,110 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

56.3% of Common Units

14  

TYPE OF REPORTING PERSON

 

PN – partnership

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) Holly Logistics Limited LLC and HEP Logistics Holdings, L.P. are the record owners of 58,865,230 of these Common Units.
(3) 140,000 of the Common Units held of record by HollyFrontier Corporation are held by HollyFrontier Corporation as nominee for Navajo Pipeline Co., L.P.

 

7


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Holly Logistic Services, L.L.C.     05-0593172

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

58,865,230 Common Units

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

58,865,230 Common Units

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)(2)

 

58,865,230 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

55.9% of Common Units

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) Holly Logistics Limited LLC and HEP Logistics Holdings, L.P. are the record owners of these Common Units.

 

8


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Holly Logistics Limited LLC     27-4289116

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

21,615,230 Common Units

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

21,615,230 Common Units

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

21,615,230 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.5% of Common Units

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

 

9


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

HEP Logistics Holdings, L.P.     20-0833056

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

37,250,000 Common Units

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

37,250,000 Common Units

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

37,250,000 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.4% of Common Units

14  

TYPE OF REPORTING PERSON

 

PN – partnership

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.

 

10


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (2)

 

HollyFrontier Navajo Refining LLC     85-0301920

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

119,688 Common Units

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

119,688 Common Units

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

119,688 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1% of Common Units

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) Formerly named Navajo Refining Company, L.L.C.

 

11


Common Unit CUSIP No. 435763 10 7  

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (2)

 

HollyFrontier Woods Cross Refining LLC     61-1443519

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 Common Units

     8   

SHARED VOTING POWER

 

60,426 Common Units

     9   

SOLE DISPOSITIVE POWER

 

0 Common Units

   10   

SHARED DISPOSITIVE POWER

 

60,426 Common Units

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

60,426 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.06% of Common Units

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) Formerly named Holly Refining & Marketing Company – Woods Cross L.L.C.

 

12


AMENDMENT NO. 10 TO SCHEDULE 13D

This Amendment No. 10 to Schedule 13D (this “Amendment”) relates to the common units representing limited partner interests (the “Common Units”) of Holly Energy Partners, L.P., a Delaware limited partnership (the “Issuer”), and amends the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2009, as amended by the Amendment No. 1 thereto filed on January 14, 2011, by HollyFrontier Corporation (formerly named Holly Corporation) (“HollyFrontier”), Navajo Holdings, Inc. (“Navajo Holdings”), Navajo Pipeline GP, L.L.C. (“Navajo Pipeline GP”), Navajo Pipeline LP, L.L.C. (“Navajo Pipeline LP”), Navajo Pipeline Co., L.P. (“Navajo”), Holly Logistic Services, L.L.C. (“HLS”), Holly Logistics Limited LLC (“HLL”) and HEP Logistics Holdings, L.P. (“HEP GP”, and together with HollyFrontier, Navajo Holdings, Navajo Pipeline GP, Navajo Pipeline LP, Navajo, HLS and HLL, the “Initial Filing Persons”), as further amended by the Amendment No. 2 thereto filed on February 25, 2011, by the Initial Filing Persons (other than HEP GP), as further amended by the Amendment No. 3 thereto filed on December 21, 2011, by the Initial Filing Persons (other than HEP GP), as further amended by the Amendment No. 4 thereto filed on August 6, 2012, by the Initial Filing Persons (other than HEP GP), HollyFrontier Holdings LLC (“Holdings”), HollyFrontier Navajo Refining LLC (formerly named Navajo Refining Company, L.L.C.) (“NRC”) and HollyFrontier Woods Cross Refining LLC (formerly named Holly Refining & Marketing Company – Woods Cross LLC) (“HFWC” and, together with Holdings, NRC and the Initial Filing Persons, the “Reporting Persons”), as further amended by Amendment No. 5 thereto filed on March 22, 2013, by the Reporting Persons (other than HEP GP), as further amended by Amendment No. 6 thereto filed on October 11, 2016, by the Reporting Persons (other than HEP GP), as further amended by Amendment No. 7 thereto filed on May 5, 2017, by the Reporting Persons (other than HEP GP), as further amended by Amendment No. 8 thereto filed on October 20, 2017 by the Reporting Persons (other than HEP GP), and as further amended by Amendment No. 9 thereto filed on November 1, 2017, by the Reporting Persons.

Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items which are reported are deemed to amend and restate the corresponding items in the Schedule 13D. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.

 

Item 2. Identity and Background

The portion of Sub-Item (c) of Item 2 of the Schedule 13D with respect to the Listed Persons is hereby amended and restated in its entirety as follows:

Pursuant to Instruction C to Schedule 13D of the Act, information regarding the directors and executive officers of HollyFrontier, Navajo Holdings and HLS (the “Listed Persons”) are as follows:

 

13


HollyFrontier Corporation:

 

Name

  

Position

  

Principal
Occupation/Business

   Common Units
Beneficially
Owned (1)
  Percent of
Common
Units
Beneficially
Owned
George J. Damiris    Chief Executive Officer and President and Director    Executive Officer of HollyFrontier, HLS and certain of their affiliates    0   —  
Richard L. Voliva III    Executive Vice President and Chief Financial Officer    Executive Officer of HollyFrontier, HLS and certain of their affiliates    5,506(2)   *
Thomas G. Creery    Senior Vice President, Commercial    Executive Officer of HollyFrontier and certain of its affiliates    0   —  
James M. Stump    Senior Vice President, Refining    Executive Officer of HollyFrontier and certain of its affiliates    0   —  
Denise C. McWatters    Senior Vice President, General Counsel and Secretary    Executive Officer of HollyFrontier, HLS and certain of their affiliates    4,881   *
Michael C. Jennings    Chairman of the Board    Chairman of the Board of HollyFrontier and Chairman of the Board of HLS    20,978   *
Anne-Marie N. Ainsworth    Director    Former President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. and of Oiltanking Holding Americas, Inc.    0   —  
Douglas Y. Bech    Director    Chairman and Chief Executive Officer of Raintree Resorts International    0   —  
Anna C. Catalano    Director    Former Group Vice President, Marketing, for BP plc    0   —  
Leldon E. Echols    Director    Former Executive Vice President and Chief Financial Officer of Centex Corporation    0   —  
R. Kevin Hardage    Director    Chief Executive Officer of Turtle Creek Trust Company, Co-founder, President and Portfolio Manager of Turtle Creek Management, LLC and a non-controlling manager and member of TCTC Holdings, LLC    0   —  
Robert J. Kostelnik    Director    Principal at Glenrock Recovery Partners, LLC    0   —  

 

14


Name

  

Position

  

Principal
Occupation/Business

   Common Units
Beneficially
Owned (1)
  Percent of
Common
Units
Beneficially
Owned

James H. Lee

   Director    Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd.    5,039(3)   *
Franklin Myers    Director    Senior Advisor of Quantum Energy Partners    0   —  
Michael E. Rose    Director    Former Executive Vice President Finance and Chief Financial Officer of Anadarko Petroleum Corporation    0   —  

 

* Less than 0.1%

Navajo Holdings, Inc.

 

Name

  

Position

  

Principal
Occupation/Business

   Common Units
Beneficially Owned (1)
  Percent of
Common
Units
Beneficially
Owned
George J. Damiris    Chief Executive Officer and President and Director    Executive Officer of HollyFrontier, HLS and certain of their affiliates    0   —  
Richard L. Voliva III    Executive Vice President, Chief Financial Officer and Director    Executive Officer of HollyFrontier, HLS and certain of their affiliates    5,506(2)   *
Thomas G. Creery    Senior Vice President, Commercial    Executive Officer of HollyFrontier and certain of its affiliates    0   —  
James M. Stump    Senior Vice President, Refining    Executive Officer of HollyFrontier and certain of its affiliates    0   —  
Denise C. McWatters    Senior Vice President, General Counsel, Secretary and Director    Executive Officer of HollyFrontier, HLS and certain of their affiliates    4,881   *

 

* Less than 0.1%

 

15


Holly Logistic Services, L.L.C.

 

Name

  

Position

  

Principal
Occupation/Business

   Common Units
Beneficially Owned (1)
  

Percent of
Common
Units
Beneficially
Owned

George J. Damiris    Chief Executive Officer, President and Director    Executive Officer of HollyFrontier, HLS and certain of their affiliates    0    *
Richard L. Voliva III    Executive Vice President and Chief Financial Officer    Executive Officer of HollyFrontier, HLS and certain of their affiliates    5,506(2)    *
Mark T. Cunningham    Senior Vice President, Operations and Engineering    Executive Officer of HLS and certain of its affiliates    49,117(2)    *
Denise C. McWatters    Senior Vice President, General Counsel and Secretary    Executive Officer of HollyFrontier, HLS and certain of their affiliates    4,881    *
Larry R. Baldwin    Director    Retired.    6,516 (4)    *
R. Kevin Hardage    Director    Chief Executive Officer of Turtle Creek Trust Company, Co-founder, President and Portfolio Manager of Turtle Creek Management, LLC and a non-controlling manager and member of TCTC Holdings, LLC    0    *
Michael C. Jennings    Director    Chairman of the Board of HollyFrontier Corporation and Chairman of the Board of HLS    20,978(4)    *
James H. Lee    Director    Managing General Partner and Principal Owner of Lee, Hite & Wisda Ltd.    5,039(3)    *

 

* Less than 0.1%
(1) All unit amounts have been adjusted to reflect a two-for-one unit split that occurred on January 16, 2013.
(2) The number reported includes restricted units for which the executive has sole voting power but no dispositive power, as follows: Mr. Voliva (447 units) and Mr. Cunningham (4,336 units). For Mr. Cunningham, also includes 3,861 common units to be issued upon settlement of phantom units, which may vest and be settled within 60 days of February 21, 2018 under certain circumstances. Until settled, Mr. Cunningham has no voting or dispositive power over the phantom units. The number does not include performance units held by either executive.
(3) The number reported includes 2,754 restricted units for which Mr. Lee has sole voting power but not dispositive power. The number reported also includes 285 common units held by Mr. Lee’s wife. Mr. Lee’s wife has the right to receive distributions from, and the proceeds from the sale of, these Common Units. Mr. Lee disclaims beneficial ownership of the common units held by his wife except to the extent of his pecuniary interest therein.
(4) The number reported includes 2,557 restricted units for which the non-employee director has sole voting power but no dispositive power.

The principal business address and principal office address of the executive officers and directors listed above is 2828 N. Harwood, Suite 1300, Dallas, TX 75201. Each of the executive officers and directors listed above is a United States citizen.

 

16


The portion of Sub-Item (d) of Item 2 of the Schedule 13D with respect to the Listed Persons is hereby amended and restated in its entirety as follows:

(d)    During the last five years, none of the Listed Persons nor, to the knowledge of the Listed Persons, without independent verification, none of the executive officers or directors listed above, has been a party to a criminal or civil proceeding required to be disclosed herein.

 

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs:

On February 21, 2018 the Issuer filed its Form 10-K for the year ended December 31, 2017, which disclosed that the number of Common Units issued and outstanding of the Issuer equal 105,268,955 Common Units. The increase in Common Units outstanding resulted in a decrease in the percentage ownership of the Common Units beneficially owned by the Reporting Persons.

The Reporting Persons have no plans or proposals relating to the board of directors or management of HLS other than as described in the Issuer’s Form 10-K for the year ended December 31, 2017.

 

Item 5. Interest in Securities of the Issuer

Sub-Items (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)    

 

  (1) HLL is the record and beneficial owner of an aggregate of 21,615,230 Common Units, representing 20.5% of the Common Units. Navajo is the record owner of 254,880 Common Units and the beneficial owner of an aggregate of 394,880 Common Units, representing 0.4% of the Common Units. HollyFrontier is the record owner of 145,006 Common Units (140,000 of which HollyFrontier holds of record as nominee for Navajo) and beneficial owner of 5,006 Common Units, representing less than one percent of the Common Units. Holdings is the record and beneficial owner of 184,800 Common Units, representing 0.2% of the Common Units. NRC is the record and beneficial owner of 119,688 Common Units, representing 0.1% of the Common Units. HFWC is the record and beneficial owner of 60,426 Common Units, representing 0.1% of the Common Units. HEP GP is the record and beneficial owner of 37,250,000 Common Units, representing 35.4% of the Common Units. No other Reporting Person directly owns any Common Units.

 

  (2)

In its capacity as the owner of 100% of the membership interests in HLL and in its capacity as the general partner of HEP GP, HLS may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 58,865,230 Common Units, representing 55.9% of the Common Units. In its capacity as the owner of 100% of the membership

 

17


  interests in HLS, Navajo may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 59,260,110 Common Units, representing 56.3% of the Common Units. In their capacity as the direct or indirect owners of 100% of the general and limited partner interests in Navajo, Navajo Holdings, Navajo Pipeline GP and Navajo Pipeline LP may each, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 59,260,110 Common Units, representing 56.3% of the Common Units. In its capacity as the owner of 100% of the common stock of Navajo Holdings, Holdings, NRC and HFWC, HollyFrontier may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of an aggregate of 59,630,030 Common Units, representing 56.6% of the Common Units.

 

  (3) The information set forth in Item 2 with respect to the Listed Persons is incorporated into this Item 5(a) by reference.

 

  (4) The filing of this Schedule 13D shall not be construed as an admission by any Reporting Person or Listed Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person or Listed Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person or Listed Person.

 

  (5) Except as set forth herein, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, the Listed Persons own beneficially, or have any right to acquire, directly or indirectly, any Common Units.

 

  (6) The Reporting Persons’ and Listed Persons’ ownership has been adjusted to reflect the two-for-one unit split of the Common Units, which occurred on January 16, 2013.

 

  (b) The information set forth in Items 7 through 11 of the cover pages hereto and the information regarding the Listed Persons in Item 2 are incorporated herein by reference. The executive officers and members of the board of directors of (i) HollyFrontier who are identified in Item 2 hereof (and certain of whom are also members of the boards of managers of Navajo Pipeline GP, Navajo Pipeline LP, HLL, Holdings, NRC and HFWC), share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 59,630,030 Common Units owned by HollyFrontier, Navajo, HLL, Holdings, HEP GP, NRC and HFWC, subject to certain exceptions, (ii) Navajo Holdings who are identified in Item 2 hereof, share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 59,260,110 Common Units owned by Navajo, HEP GP and HLL, subject to certain exceptions, and (iii) HLS who are identified in Item 2 hereof, share the power to vote or to direct the vote, and to dispose or to direct the disposition of, 58,865,230 Common Units owned by HEP GP and HLL, subject to certain exceptions.

 

18


  (c) Other than Mark T. Cunningham, as evidenced in the Form 4 dated February 9, 2018, none of the Reporting Persons, or to the Reporting Persons’ knowledge, the Listed Persons has effected transactions in the Common Units in the past 60 days.

 

19


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018     HOLLYFRONTIER CORPORATION
    By:  

/s/ Richard L. Voliva III

    Name:   Richard L. Voliva III
    Title:  

Executive Vice President and

Chief Financial Officer

 

20


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018     HOLLYFRONTIER HOLDINGS LLC
    By:  

/s/ Richard L. Voliva III

    Name:   Richard L. Voliva III
    Title:  

Executive Vice President and

Chief Financial Officer

 

21


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018

   

NAVAJO HOLDINGS, INC.

   

By:

 

/s/ Richard L. Voliva III

        Name:   Richard L. Voliva III
        Title:  

Executive Vice President and

Chief Financial Officer

 

22


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018     NAVAJO PIPELINE GP, L.L.C.
    By:  

/s/ Richard L. Voliva III

    Name:   Richard L. Voliva III
        Title:  

Executive Vice President and

Chief Financial Officer

 

23


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018     NAVAJO PIPELINE LP, L.L.C.
    By:  

/s/ Richard L. Voliva III

        Name:   Richard L. Voliva III
        Title:  

Executive Vice President and

Chief Financial Officer

 

24


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018     NAVAJO PIPELINE CO., L.P.
    By:   Navajo Pipeline GP, L.L.C.,
        Its general partner
    By:  

/s/ Richard L. Voliva III

    Name:   Richard L. Voliva III
        Title:  

Executive Vice President and

Chief Financial Officer

 

25


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018     HOLLY LOGISTIC SERVICES, L.L.C.
    By:  

/s/ Richard L. Voliva III

        Name:   Richard L. Voliva III
        Title:  

Executive Vice President and

Chief Financial Officer

 

26


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018    

HOLLY LOGISTICS LIMITED LLC

   

By:

  Holly Logistic Services, L.L.C.,
     

  Its sole member

   

By:

 

/s/ Richard L. Voliva III

        Name:   Richard L. Voliva III
        Title:  

Executive Vice President and

Chief Financial Officer

 

27


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018     HOLLYFRONTIER NAVAJO REFINING LLC
    By:  

/s/ Richard L. Voliva III

    Name:   Richard L. Voliva III
        Title:  

Executive Vice President and

Chief Financial Officer

 

28


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018     HEP LOGISTICS HOLDINGS, L.P.
    By:   Holly Logistic Services, L.L.C.,
        Its general partner
    By:  

/s/ Richard L. Voliva III

    Name:   Richard L. Voliva III
    Title:  

Executive Vice President and

Chief Financial Officer

 

29


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 23, 2018   HOLLYFRONTIER WOODS CROSS REFINING LLC
  By:  

/s/ Richard L. Voliva III

  Name:   Richard L. Voliva III
   

Title:

 

Executive Vice President and

Chief Financial Officer

 

30