UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : August 1, 2017
ANDEAVOR
(Exact name of registrant as specified in its charter)

Delaware
 
1-3473
 
95-0862768
 
 
 
 
 
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
19100 Ridgewood Pkwy
San Antonio, Texas
ANDVLOGO.JPG
78259-1828
 
 
 
(Address of principal executive offices)
 
(Zip Code)

(210) 626-6000
(Registrant’s telephone number, including area code)

Tesoro Corporation
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 




Item 5.03
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Effective August 1, 2017, we amended our Restated Certificate of Incorporation to change our name from “Tesoro Corporation” to “Andeavor”. Also effective August 1, 2017, we amended our Amended and Restated Bylaws to reflect our change of name.
Conformed copies of our Restated Certificate of Incorporation and our Amended and Restated Bylaws, each updated to include all amendments through August 1, 2017, are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on 8-K, and incorporated herein by reference.
Item 9.01      Financial Statements and Exhibits.

(d)      Exhibits

Exhibit No.
 
Description
 
 
 
3.1
 
Restated Certificate of Incorporation of Andeavor, dated as of August 10, 2012, as amended
 
 
 
3.2
 
Amended and Restated Bylaws of Andeavor, effective November 1, 2016, as amended


2



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 1, 2017
 
ANDEAVOR
 
 
 
 
By:
/s/ BLANE W. PEERY
 
 
Blane W. Peery
 
 
Vice President and Controller





INDEX TO EXHIBITS



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