SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Tesoro Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
881609101
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of
this Statement)
Check the following box to designate the rule pursuant to which
the Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 881609101
|
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw Kalon Portfolios, L.L.C.
27-1490745
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b)
|
¨ |
|
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
|
|
|
6. |
Shared Voting Power
6,094,800
|
|
|
|
7. |
Sole Dispositive Power
-0-
|
|
|
|
8. |
Shared Dispositive Power
6,094,800
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,094,800
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row (9)
4.8%
|
|
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 881609101
|
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw Heliant Manager, L.L.C.
27-1289787
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b)
|
¨ |
|
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
|
|
|
6. |
Shared Voting Power
6,940,000
|
|
|
|
7. |
Sole Dispositive Power
-0-
|
|
|
|
8. |
Shared Dispositive Power
6,940,000
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,940,000
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row (9)
5.5%
|
|
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 881609101
|
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw Heliant Adviser, L.L.C.
27-1289715
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b)
|
¨ |
|
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
|
|
|
6. |
Shared Voting Power
6,940,000
|
|
|
|
7. |
Sole Dispositive Power
-0-
|
|
|
|
8. |
Shared Dispositive Power
6,940,000
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,940,000
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row (9)
5.5%
|
|
12. |
Type of Reporting Person (See Instructions)
IA |
CUSIP No. 881609101
|
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.L.C.
13-3799946
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b)
|
¨ |
|
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
|
|
|
6. |
Shared Voting Power
6,973,347
|
|
|
|
7. |
Sole Dispositive Power
-0-
|
|
|
|
8. |
Shared Dispositive Power
6,973,347
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,973,347
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
11. |
Percent of Class Represented by Amount in Row (9)
5.5%
|
|
12. |
Type of Reporting Person (See Instructions)
OO |
CUSIP No. 881609101
|
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.P.
13-3695715
|
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
|
(a) |
¨ |
|
|
|
(b)
|
¨ |
|
|
3. |
SEC Use Only
|
|
|
4. |
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
|
|
|
|
6. |
Shared Voting Power
7,175,597
|
|
|
|
|
7. |
Sole Dispositive Power
-0-
|
|
|
|
|
8. |
Shared Dispositive Power
7,175,597
|
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,175,597
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
|
11. |
Percent of Class Represented by Amount in Row (9)
5.7%
|
|
|
12. |
Type of Reporting Person (See Instructions)
IA, PN |
|
CUSIP No. 881609101
|
1. |
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David E. Shaw
|
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
|
(a) |
¨ |
|
|
|
(b)
|
¨ |
|
|
3. |
SEC Use Only
|
|
|
4. |
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
|
|
|
|
6. |
Shared Voting Power
7,175,597
|
|
|
|
|
7. |
Sole Dispositive Power
-0-
|
|
|
|
|
8. |
Shared Dispositive Power
7,175,597
|
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,175,597
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
|
11. |
Percent of Class Represented by Amount in Row (9)
5.7%
|
|
|
12. |
Type of Reporting Person (See Instructions)
IN |
|
Item 1. |
|
(a) |
Name of Issuer |
|
|
Tesoro Corporation |
(b) |
Address of Issuer's Principal Executive Offices |
|
19100 Ridgewood Pkwy
San Antonio, Texas 78259-1828
|
Item 2. |
|
(a) |
Name of Person Filing |
|
D. E. Shaw Kalon Portfolios, L.L.C.
D. E. Shaw Heliant Manager, L.L.C.
D. E. Shaw Heliant Adviser, L.L.C.
D. E. Shaw & Co., L.L.C.
D. E. Shaw & Co., L.P.
David E. Shaw |
|
|
(b) |
Address of Principal Business Office or, if none, Residence |
|
The business address for each reporting
person is:
1166 Avenue of the Americas, 9th Floor
New York, NY 10036 |
(c)
|
Citizenship |
|
D. E. Shaw Kalon Portfolios, L.L.C.
is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw Heliant Manager, L.L.C. is a limited liability company
organized under the laws of the state of Delaware.
D. E. Shaw Heliant Adviser, L.L.C. is a limited liability company
organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company
organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.P. is a limited partnership organized
under the laws of the state of Delaware.
David E. Shaw is a citizen of the United
States of America. |
(d)
|
Title of Class of Securities |
|
Common Stock |
(e)
|
CUSIP Number |
|
881609101
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
|
Not Applicable |
As of December 31, 2014:
(a) Amount beneficially owned:
|
|
D. E. Shaw Kalon Portfolios, L.L.C.: |
6,094,800 shares
|
|
|
D. E. Shaw Heliant Manager, L.L.C.: |
6,940,000 shares
This is composed of (i) 6,094,800 shares in the name of D. E. Shaw Kalon Portfolios, L.L.C. and
(ii) 845,200 shares in the name of D. E. Shaw Special Opportunities Portfolios, L.L.C. |
|
|
D. E. Shaw Heliant Adviser, L.L.C.: |
6,940,000 shares
This is composed of (i) 6,094,800 shares in the name of D. E. Shaw Kalon Portfolios, L.L.C. and (ii) 845,200 shares in the name of D. E. Shaw Special Opportunities Portfolios, L.L.C. |
|
|
D. E. Shaw & Co., L.L.C.: |
6,973,347 shares
This is composed of (i) 6,094,800 shares in the name of D. E. Shaw Kalon Portfolios, L.L.C., (ii)
845,200 shares in the name of D. E. Shaw Special Opportunities Portfolios, L.L.C., (iii) 33,300 shares that Diffusion Markets,
L.L.C. has the right to acquire through the exercise of listed call options, and (iv) 47 shares in the name of D. E. Shaw Asymptote
Portfolios, L.L.C.
|
D. E. Shaw & Co., L.P.:
|
7,175,597 shares
This is composed of (i) 6,094,800 shares in the name of D. E. Shaw Kalon Portfolios, L.L.C., (ii)
845,200 shares in the name of D. E. Shaw Special Opportunities Portfolios, L.L.C., (iii) 28,150 shares in the name of D. E. Shaw
Valence Portfolios, L.L.C., (iv) 116,700 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the
exercise of listed call options, (v) 33,300 shares that Diffusion Markets, L.L.C. has the right to acquire through the exercise
of listed call options, (vi) 47 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (vii) 57,400 shares under the
management of D. E. Shaw Investment Management, L.L.C.
|
|
|
David E. Shaw: |
7,175,597 shares
This is composed of (i) 6,094,800 shares in the name of D. E. Shaw Kalon Portfolios, L.L.C., (ii) 845,200
shares in the name of D. E. Shaw Special Opportunities Portfolios, L.L.C., (iii) 28,150 shares in the name of D. E. Shaw Valence
Portfolios, L.L.C., (iv) 116,700 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise
of listed call options, (v) 33,300 shares that Diffusion Markets, L.L.C. has the right to acquire through the exercise of listed
call options, (vi) 47 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (vii) 57,400 shares under the management
of D. E. Shaw Investment Management, L.L.C.
|
(b) Percent of class:
D. E. Shaw Kalon Portfolios, L.L.C.: |
4.8% |
D. E. Shaw Heliant Manager, L.L.C.: |
5.5% |
D. E. Shaw Heliant Adviser, L.L.C.: |
5.5% |
D. E. Shaw & Co., L.L.C.: |
5.5% |
D. E. Shaw & Co., L.P.: |
5.7% |
David E. Shaw: |
5.7% |
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the
vote:
D. E. Shaw Kalon Portfolios, L.L.C.: |
-0- shares |
D. E. Shaw Heliant Manager, L.L.C.: |
-0- shares |
D. E. Shaw Heliant Adviser, L.L.C.: |
-0- shares |
D. E. Shaw & Co., L.L.C.: |
-0- shares |
D. E. Shaw & Co., L.P.: |
-0- shares |
David E. Shaw: |
-0- shares |
(ii) Shared power to vote or to direct the
vote:
D. E. Shaw Kalon Portfolios, L.L.C.: |
6,094,800 shares
|
D. E. Shaw Heliant Manager, L.L.C.: |
6,940,000 shares
|
D. E. Shaw Heliant Adviser, L.L.C.: |
6,940,000 shares
|
D. E. Shaw & Co., L.L.C.: |
6,973,347 shares
|
D. E. Shaw & Co., L.P.: |
7,175,597 shares
|
David E. Shaw: |
7,175,597 shares
|
(iii) Sole power to dispose or to direct
the disposition of:
D. E. Shaw Kalon Portfolios, L.L.C.: |
-0- shares |
D. E. Shaw Heliant Manager, L.L.C.: |
-0- shares |
D. E. Shaw Heliant Adviser, L.L.C.: |
-0- shares |
D. E. Shaw & Co., L.L.C.: |
-0- shares |
D. E. Shaw & Co., L.P.: |
-0- shares |
David E. Shaw: |
-0- shares |
(iv) Shared power to dispose or to direct
the disposition of:
D. E. Shaw Kalon Portfolios, L.L.C.: |
6,094,800 shares
|
D. E. Shaw Heliant Manager, L.L.C.: |
6,940,000 shares
|
D. E. Shaw Heliant Adviser, L.L.C.: |
6,940,000 shares
|
D. E. Shaw & Co., L.L.C.: |
6,973,347 shares
|
D. E. Shaw & Co., L.P.: |
7,175,597 shares
|
David E. Shaw: |
7,175,597 shares
|
David E. Shaw does not own any
shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which
is the general partner of D. E. Shaw & Co., L.P., which in turn is the manager and investment adviser of D. E. Shaw Valence
Portfolios, L.L.C. and the managing member of (i) D. E. Shaw Investment Management, L.L.C., (ii) D. E. Shaw Heliant Adviser, L.L.C.,
which in turn is the investment adviser of D. E. Shaw Kalon Portfolios, L.L.C. and D. E. Shaw Special Opportunities Portfolios,
L.L.C., and (iii) D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of D. E. Shaw Asymptote Portfolios, L.L.C.,
which in turn is the managing member of Diffusion Markets Holdings, L.L.C., which in turn
is the managing member of Diffusion Markets, L.L.C., and by virtue of David E. Shaw’s
position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw
& Co., L.L.C., which in turn is the managing member of (i) D. E. Shaw Heliant Manager, L.L.C., which in turn is the manager
of D. E. Shaw Kalon Portfolios, L.L.C. and D. E. Shaw Special Opportunities Portfolios, L.L.C., and (ii) D. E. Shaw Manager, L.L.C.,
which in turn is the manager of D. E. Shaw Asymptote Portfolios, L.L.C., which in turn is the managing member of Diffusion Markets
Holdings, L.L.C., which in turn is the managing member of Diffusion Markets, L.L.C., David E. Shaw may be deemed to have the shared
power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 7,175,597 shares as described
above constituting 5.7% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such
shares. David E. Shaw disclaims beneficial ownership of such 7,175,597 shares.
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following x.
As of the date hereof, D. E. Shaw Kalon Portfolios, L.L.C. has ceased to be the beneficial owner of more
than 5 percent of the class of securities.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
Item 8. |
Identification and Classification of Members of the Group |
Not Applicable
Item 9. |
Notice of Dissolution of Group |
Not Applicable
By signing below, each of D. E. Shaw Kalon Portfolios, L.L.C.,
D. E, Shaw Heliant Manager, L.L.C., D. E. Shaw Heliant Adviser, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw
& Co., L.P. and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney,
dated December 16, 2014, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto.
Dated: February 17, 2015
|
D. E. Shaw Kalon Portfolios, L.L.C. |
|
|
|
|
|
|
By: |
/s/ Nathan Thomas |
|
|
|
Nathan Thomas |
|
|
|
Authorized Signatory |
|
|
|
|
|
|
D. E. Shaw Heliant Manager, L.L.C. |
|
|
|
|
|
|
By: |
/s/ Nathan Thomas |
|
|
|
Nathan Thomas |
|
|
|
Authorized Signatory |
|
|
|
|
|
|
D. E. Shaw Heliant Adviser, L.L.C. |
|
|
|
|
|
|
By: |
/s/ Nathan Thomas |
|
|
|
Nathan Thomas |
|
|
|
Chief Compliance Officer |
|
|
|
|
|
|
D. E. Shaw & Co., L.L.C. |
|
|
|
|
|
|
By: |
/s/ Nathan Thomas |
|
|
|
Nathan Thomas |
|
|
|
Authorized Signatory |
|
|
D. E. Shaw & Co., L.P. |
|
|
|
|
|
|
By: |
/s/ Nathan Thomas |
|
|
|
Nathan Thomas |
|
|
|
Chief Compliance Officer |
|
|
|
|
|
|
David E. Shaw |
|
|
|
|
|
|
By: |
/s/ Nathan Thomas |
|
|
|
Nathan Thomas |
|
|
|
Attorney-in-Fact for David E. Shaw |
|
Exhibit 1
POWER OF ATTORNEY
FOR CERTAIN REGULATORY FILINGS
INCLUDING CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND THE INVESTMENT ADVISERS ACT OF 1940
I, David E. Shaw, hereby make, constitute, and appoint each
of:
Anne Dinning,
Julius Gaudio,
John Liftin,
Maximilian Stone,
Nathan Thomas, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with
full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of
D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general
partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents,
certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined
by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership
or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority,
including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States
Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental
or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing,
and/or filing of the applicable document.
This power of attorney shall be valid from the date hereof and
replaces the power granted on June 22, 2012, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the
date set forth below.
Date: December 16, 2014 |
|
|
|
DAVID E. SHAW, as President of |
|
D. E. Shaw & Co., Inc. |
|
/s/ David E. Shaw |
|
New York, New York |
|
Exhibit 2
POWER OF ATTORNEY
FOR CERTAIN REGULATORY FILINGS
INCLUDING CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND THE INVESTMENT ADVISERS ACT OF 1940
I, David E. Shaw, hereby make, constitute, and appoint each
of:
Anne Dinning,
Julius Gaudio,
John Liftin,
Maximilian Stone,
Nathan Thomas, and
Eric Wepsic,
acting individually, as my agent and attorney-in-fact, with
full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of
D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C.
and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities)
all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”)
determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements
and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the
United States Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the
appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s
execution, delivery, furnishing, and/or filing of the applicable document.
This power of attorney shall be valid from the date hereof and
replaces the power granted on June 22, 2012, which is hereby cancelled.
IN WITNESS HEREOF, I have executed this instrument as of the
date set forth below.
Date: December 16, 2014 |
|
|
|
DAVID E. SHAW, as President of |
|
D. E. Shaw & Co. II, Inc. |
|
/s/ David E. Shaw |
|
New York, New York |
|
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