Statement of Changes in Beneficial Ownership (4)
August 04 2016 - 2:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Schofield Daryl R
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2. Issuer Name
and
Ticker or Trading Symbol
TESORO CORP /NEW/
[
TSO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Commercial
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(Last)
(First)
(Middle)
19100 RIDGEWOOD PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2016
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(Street)
SAN ANTONIO, TX 78259
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/2/2016
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M
(1)
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5977
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A
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(1)
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9202
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D
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Common Stock
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8/2/2016
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F
(2)
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2508
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D
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$73.98
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6694
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Market Stock Unit Award
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(5)
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8/2/2016
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M
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4000
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(3)
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(3)
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Common Stock
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5977
(1)
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(4)
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14465
(6)
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D
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Explanation of Responses:
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(
1)
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Payment of common shares that vested and settled pursuant to Market Stock Unit ("MSU") Award originally granted by the Compensation Committee of the Company's Board of Directors on July 29, 2013 pursuant to the Company's 2011 Long-Term Incentive Plan. The potential payout for the MSU Award at vesting ranged from 0% to 200% with payout certified by the Compensation Committee at 149.41%.
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(
2)
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The Company's Long-Term Executive Incentive Compensation Plan permits grantees to pay their federal income tax liability with shares thereby reducing the common share issued upon settlment.
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(
3)
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The market stock unit award vested on July 29, 2016 but settled in stock upon certification by the Compensation Committee on August 2, 2016.
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(
4)
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Award granted by the Compensation Committee of the Board of Directors.
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(
5)
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Each market stock unit award represents a contingent right to receive one share of TSO common sock at target payout levels.
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(
6)
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Includes multiple grants of MSUs with different vesting dates and performance criteria.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Schofield Daryl R
19100 RIDGEWOOD PARKWAY
SAN ANTONIO, TX 78259
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SVP, Commercial
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Signatures
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/s/ Carrie P. Ryan, Attorney-in-Fact for Daryl R. Schofield
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8/4/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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