UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~October 1517, 2016

Northern Tier Energy LP

(Exact name of registrant as specified in its charter)

Delaware		~~Delaware~~001-35612		~~001~~80-~~35612~~0763623		~~80-0763623~~
(State or other jurisdiction of incorporation or organization)		(~~State~~Commission orFile ~~other jurisdiction of incorporation or organization~~Number)		(~~Commission~~IRS ~~File~~Employer ~~Number~~Identification No.)		~~(I.R.S. Employer Identification No.)~~

1250 W. Washington Street, Suite 300

Tempe, Arizona 85281

(Address of principal executive office) (Zip Code)

(602) 302-5450

(Registrant’s telephone number, including area code)

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:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Introductory~~Item ~~Note~~7.01 Regulation FD Disclosure.

On ~~September~~October 1517, 2016, ~~St. Paul Park Refining Co. LLC (“SPPR”), an indirect wholly owned subsidiary of Western Refining, Inc. (“Western”) and wholly owned subsidiary of~~ Northern Tier Energy ~~LLC, which is a wholly owned subsidiary of Northern Tier Energy~~ LP (the “Partnership”), ~~completed~~issued ~~the~~a ~~previously~~press ~~announced~~release ~~sale~~announcing ofthe ~~certain storage,~~commencement ~~terminalling~~of ~~and other logistics assets to Western Refining Logistics, LP (“WNRL”), pursuant to~~ a ~~Contribution,~~cash ~~Conveyance~~tender ~~and~~offer ~~Assumption Agreement, dated September 7, 2016~~ (the “~~Contribution Agreement~~Tender Offer”), byto ~~and~~purchase ~~among~~up ~~Western,~~to ~~SPPR~~$195, ~~WNRL and Western Refining Logistics GP~~000,000 ~~LLC,~~aggregate ~~the~~principal ~~general~~amount ~~partner~~ of ~~WNRL~~its ~~(the~~outstanding ~~“WRGP”)~~7. ~~Pursuant to the terms of the Contribution Agreement, SPPR sold to WNRL approximately four~~125% ~~million~~Senior ~~barrels~~Secured ofNotes ~~refined~~due ~~product~~2020 ~~and~~co-issued ~~crude~~by ~~oil~~Northern ~~storage~~Tier ~~tanks,~~Energy aLLC ~~light products terminal, a heavy products loading rack, certain rail~~ and ~~barge~~Northern ~~facilities,~~Tier ~~certain~~Finance ~~other related logistics assets~~Corporation, ~~and~~which ~~two~~are ~~crude~~wholly ~~oil~~owned ~~pipeline~~subsidiaries ~~segments and one pipeline segment not currently in service, each~~ of ~~which~~the ~~is approximately 2~~Partnership.~~5 miles~~ ~~and~~The ~~extends~~Tender ~~from~~Offer ~~SPPR’s~~is ~~refinery~~subject ~~in St. Paul Park, Minnesota~~ to ~~SPPR’s~~the ~~tank~~terms ~~farm~~and inconditions ~~Cottage~~set ~~Grove,~~forth ~~Minnesota,~~ in ~~exchange~~the ~~for~~Offer ~~total consideration of $210~~to ~~million,~~Purchase ~~comprised~~dated ~~of $195~~October ~~million~~17, in2016 ~~cash~~ and ~~$15 million of common units representing limited partner interests in WNRL issued to SPPR (collectively with~~ the ~~transactions~~related ~~contemplated~~Letter ~~by the Contribution Agreement, the “Transaction”). WNRL issued 628,224 common units to SPPR, representing $15 million~~ of ~~common units, based upon the volume-weighted average price per unit for the 20-day trading period ended September 6, 2016~~Transmittal.

~~Item~~The 1press release is furnished as Exhibit 99.~~01.~~1 to ~~Entry~~this ~~into~~Current aReport ~~Material~~on ~~Definitive~~Form ~~Agreement~~8-K and incorporated by reference herein.

InThe ~~connection~~information ~~with~~contained ~~the~~in ~~closing~~this ofCurrent ~~the~~Report ~~Transaction,~~ on ~~September 15,~~Form ~~2016,~~8-K ~~SPPR~~(including ~~entered~~the ~~into~~exhibit) ais ~~terminalling,~~being ~~transportation~~furnished and ~~storage~~shall ~~services~~not ~~agreement~~be ~~(the~~deemed “~~Terminalling Agreement~~filed”) ~~with~~for ~~Western~~purposes ~~Refining~~of ~~Terminals,~~Section 18 ~~LLC~~of ~~(“WRT”),~~the anSecurities ~~indirect, wholly~~Exchange ~~owned~~Act ~~subsidiary~~ of ~~WNRL.~~1934, ~~Pursuant~~as toamended (the ~~Terminalling~~“Exchange ~~Agreement~~Act”), ~~WRT~~or ~~has~~otherwise ~~agreed~~subject to ~~provide product storage services, product throughput services and product additive and blending services at~~ the ~~terminal~~liabilities ~~facilities~~of ~~located~~that atSection. orThe ~~near SPPR’s~~information ~~refinery~~contained in ~~St.~~this ~~Paul~~Current ~~Park,~~Report ~~Minnesota.~~on InForm ~~exchange~~8-K ~~for~~shall ~~such~~not ~~services,~~be ~~SPPR~~incorporated ~~has~~by ~~agreed~~reference tointo ~~certain~~any ~~minimum~~registration ~~volume~~statement ~~commitments~~or ~~and~~other todocument ~~pay~~pursuant ~~certain~~to ~~fees. In connection with~~ the ~~execution~~Securities Act of ~~the~~1933, ~~Terminalling~~as ~~Agreement~~amended, ~~the~~or ~~Partnership has~~the ~~agreed~~Exchange ~~to guarantee SPPR’s payment obligations under the Terminalling Agreement. The Terminalling Agreement will have an initial term of ten years~~Act, ~~which~~except ~~may~~as shall be ~~extended~~expressly ~~for~~set upforth toby ~~two~~specific ~~renewal~~reference ~~terms~~in ofany ~~five~~such ~~years each upon the mutual agreement of the parties~~filing.

The foregoing description of the Terminalling Agreement is not complete and is qualified in its entirety by reference to the text of the Terminalling Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated in this Item 1.01 by reference.

Relationships

Each of the Partnership, SPPR, WNRL, WRGP and WRT is a direct or indirect subsidiary or affiliate of Western. As a result, certain individuals, including officers and directors of Western and WRGP, serve as officers and/or directors of more than one of such other entities. Western owns through its wholly owned subsidiaries all of the limited partner interests and general partner interests in the Partnership. Western also owns through its wholly owned subsidiaries 9,207,847 common units (including 628,224 common units issued to SPPR in connection with the closing of the Transaction) representing limited partner interests of WNRL and all of the subordinated units representing limited partner interests in WNRL. In addition, Western owns, through its wholly owned subsidiary, Western Refining Southwest, Inc., 80,000 units of a class of limited partner interests in WNRL referred to as the “TexNew Mex Units.” WRGP also owns a non-economic general partner interest in WNRL.

Item 2.01 Completion of Acquisition or Disposition of Assets.

To the extent required, the information set forth under “Introductory Note” and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the Contribution Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Partnership with the Securities and Exchange Commission on September 7, 2016, and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNumber		Description
10.1†		Terminalling, Transportation and Storage Services Agreement, dated September 15, 2016, by and between St. Paul Park Refining Co. LLC and Western Refining Terminals, LLC.
99.1		Press Release of Northern Tier Energy LP dated October 17, 2016.

† Confidential status has been requested for certain portions thereof pursuant to a Confidential Treatment Request filed September 20, 2016. Such provisions have been filed separately with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Northern Tier Energy LP
	By: Northern Tier Energy GP LLC
Dated: September 20, 2016	By:	/s/ Karen B. Davis
	Name:	Karen B. Davis
	Title:	Executive Vice President and Chief Financial Officer


Northern Tier Energy LP

By:		Northern Tier Energy GP LLC

By:		/s/ Karen B. Davis
Name:		Karen B. Davis
Title:		Executive Vice President and Chief Financial Officer

Dated: October 17, 2016

EXHIBIT INDEX

ExhibitNumber		Description
10.1†		Terminalling, Transportation and Storage Services Agreement, dated September 15, 2016, by and between St. Paul Park Refining Co. LLC and Western Refining Terminals, LLC.
99.1		Press Release of Northern Tier Energy LP dated October 17, 2016.

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