Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 30 2016 - 5:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 30, 2016
Registration No. 333-183644
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHERN TIER
ENERGY LP
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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80-0763623
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1250 W. Washington Street, Suite 300
Tempe, Arizona 85281
(602) 302-5450
(Address
of Principal Executive Offices, Including Zip Code)
NORTHERN TIER
ENERGY LP 2012 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Melissa M. Buhrig
Executive Vice President, General Counsel and Secretary
1250 W. Washington Street, Suite 300
Tempe, Arizona 85281
(602) 302-5450
(Name,
Address and Telephone Number of Agent For Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-8 (the Registration Statement),
originally filed with the Securities and Exchange Commission by Northern Tier Energy LP, a Delaware limited partnership (NTI):
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Registration Statement No. 333-183644, filed on August 30, 2012, registering 9,191,500 common units representing limited partner interests (the Common Units) under the Northern Tier Energy LP 2012 Long-Term
Incentive Plan.
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Pursuant to the Agreement and Plan of Merger dated as of December 21, 2015 (the Merger
Agreement), by and among Western Refining, Inc., a Delaware corporation (WNR), Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of WNR (MergerCo), NTI and Northern Tier
Energy GP LLC, a Delaware limited liability company and the general partner of NTI (NTI GP), MergerCo merged with and into NTI (the Merger), with NTI surviving the Merger as a wholly-owned subsidiary of WNR, on June 23, 2016.
As a result of the Merger, NTI has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an
undertaking made by NTI in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance and remain unsold at the termination of such offering, NTI hereby
removes from registration by means of this Post-Effective Amendment No. 1 all of such securities NTI registered and remaining unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on June 30, 2016.
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NORTHERN TIER ENERGY LP
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By:
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Northern Tier Energy GP LLC,
its general
partner
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By:
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/s/ David L. Lamp
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Name:
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David L. Lamp
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Title:
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President and Chief Executive Officer of Northern Tier Energy GP LLC
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ David
L.Lamp
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President and Chief Executive Officer of
Northern Tier Energy GP LLC
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David L. Lamp
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(Principal Executive Officer)
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June 30, 2016
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/s/ Karen B.
Davis
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Executive Vice President and Chief Financial
Officer of Northern Tier Energy GP LLC
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Karen B. Davis
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(Principal Financial Officer and
Principal Accounting Officer)
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June 30, 2016
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