UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Western Refining Logistics, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

95931Q 205

(CUSIP Number)

Francis J. Aquila

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

(212) 558-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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.


CUSIP No: 95931Q 205


1	Names of reporting persons. Andeavor
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 32,018,847¹
		9	Sole dispositive power 0
		10	Shared dispositive power 32,018,847¹
11	Aggregate amount beneficially owned by each reporting person 32,018,847¹
12	Check box if the aggregate amount in Row (11) excludes certain shares ☐
13	Percent of class represented by amount in Row (11) 52.5%²
14	Type of reporting person CO

Western Refining Southwest, Inc., a Delaware limited liability company (“WRSW”) is a limited partner of Western Refining Logistics, LP (the “Issuer”) and the record holder of 31,390,623 common units representing limited partnership interests in the Issuer (“Common Units”). St. Paul Park Refining Co. LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Western Refining, Inc. (“Western”) is the record holder of 628,224 Common Units of the Issuer. Western Acquisition Holdings, LLC, a Delaware limited liability company (“WAH”), owns approximately 61.3% of the outstanding shares of WRSW, and is a wholly owned subsidiary of Giant Industries, Inc., a Delaware corporation (“Giant”), which is a wholly owned subsidiary of Western and owns approximately 38.7% of the outstanding shares of WRSW. Western is a direct, wholly owned subsidiary of Andeavor, a Delaware corporation (“Andeavor”). Andeavor may also be deemed to be the indirect beneficial owner of (i) all of the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) and (ii) the non-economic general partner interest in the Issuer.

2.	Based upon approximately 61,023,278 common units representing limited partner interests (“Common Units”) of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.


1	Names of reporting persons. Western Refining, Inc.
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 32,018,847¹
		9	Sole dispositive power 0
		10	Shared dispositive power 32,018,847¹
11	Aggregate amount beneficially owned by each reporting person 32,018,847¹
12	Check box if the aggregate amount in Row (11) excludes certain shares ☐
13	Percent of class represented by amount in Row (11) 52.5%²
14	Type of reporting person CO

WRSW is a limited partner of the Issuer and the record holder of 31,390,623 Common Units. St. Paul Park Refining Co. LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Western is the record holder of 628,224 Common Units. WAH owns approximately 61.3% of the outstanding shares of WRSW, and is a wholly owned subsidiary of Giant, which is a wholly owned subsidiary of Western and owns approximately 38.7% of the outstanding shares of WRSW. Western is a direct, wholly owned subsidiary of Andeavor.

2.	Based upon approximately 61,023,278 Common Units of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.


CUSIP No: 95931Q 205


1	Names of reporting persons. Giant Industries, Inc.
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 32,018,847¹
		9	Sole dispositive power 0
		10	Shared dispositive power 32,018,847¹
11	Aggregate amount beneficially owned by each reporting person 32,018,847¹
12	Check box if the aggregate amount in Row (11) excludes certain shares ☐
13	Percent of class represented by amount in Row (11) 52.5%²
14	Type of reporting person OO

2.	Based upon approximately 61,023,278 Common Units of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.


CUSIP No: 95931Q 205


1	Names of reporting persons. Western Acquisition Holdings, LLC
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 32,018,847¹
		9	Sole dispositive power 0
		10	Shared dispositive power 32,018,847¹
11	Aggregate amount beneficially owned by each reporting person 32,018,847¹
12	Check box if the aggregate amount in Row (11) excludes certain shares ☐
13	Percent of class represented by amount in Row (11) 52.5%²
14	Type of reporting person OO

2.	Based upon approximately 61,023,278 Common Units of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.


CUSIP No: 95931Q 205


1	Names of reporting persons. Western Refining Southwest, Inc.
2	Check the appropriate box if a member of a group (a) ☐ (b) ☒
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization Arizona
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 32,018,847¹
		9	Sole dispositive power 0
		10	Shared dispositive power 32,018,847¹
11	Aggregate amount beneficially owned by each reporting person 32,018,847¹
12	Check box if the aggregate amount in Row (11) excludes certain shares ☐
13	Percent of class represented by amount in Row (11) 52.5%²
14	Type of reporting person OO

2.	Based upon approximately 61,023,278 Common Units of the Issuer issued and outstanding as of August 4, 2017, with such figure provided to the Reporting Persons by the Issuer.

Explanatory Note: This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by Andeavor (“Andeavor”), Western Refining, Inc. (“Western”), Giant Industries, Inc. (“Giant ”), Western Acquisition Holdings, LLC (“WAH”) and Western Refining Southwest, Inc. (“WRSW” and collectively with Andeavor, Western, Giant and WAH, the “Reporting Persons”) on June 1, 2017 (the “Initial Statement”), as amended by Amendment No.1 filed on July 20, 2017 (“Amendment No. 1”). The Initial Statement, as amended by Amendment No. 1, shall not be modified except as specifically provided herein.

Item 4. Purpose of the Transaction.

Item 4 of the Initial Statement is hereby amended and supplemented as follows:

On August 8, 2017, management of Andeavor announced that, in connection with the previously announced proposal by Andeavor Logistics LP (“ALLP”), an affiliate of Andeavor, to acquire all of the outstanding common units of the Issuer (the “Proposed Acquisition”), Andeavor and ALLP have considered their options with respect to treatment of the ALLP incentive distribution rights and prefer to pursue a buy-in of the ALLP incentive distribution rights in exchange for common units of ALLP (the “Proposed IDR Buy-In,” and, together with the Proposed Acquisition, the “Proposed Transactions”).

The Proposed Transactions require approval of the board of directors of Andeavor (the “Andeavor Board”), the board of directors of the general partner of ALLP (the “ALLP Board”) and the board of directors of the general partner of the Issuer (the “Issuer Board”), as well as the conflicts committees of both the ALLP Board and the Issuer Board.

The Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the Andeavor Board, ALLP Board and the Issuer Board have approved a specific transaction, if any, except as may be required by law. The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2017


ANDEAVOR

By:		/s/ Kim K.W. Rucker
Kim K.W. Rucker
Executive Vice President, General Counsel and Secretary

WESTERN REFINING, INC.

By:		/s/ Kim K.W. Rucker
Kim K.W. Rucker
Executive Vice President, General Counsel

GIANT INDUSTRIES, INC.

By:		/s/ Kim K.W. Rucker
Kim K.W. Rucker
Executive Vice President, General Counsel

WESTERN ACQUISITION HOLDINGS, LLC

By:		/s/ Kim K.W. Rucker
Kim K.W. Rucker
Executive Vice President, General Counsel

WESTERN REFINING SOUTHWEST, INC.

By:		/s/ Kim K.W. Rucker
Kim K.W. Rucker
Executive Vice President, General Counsel

Western Refining Logistics, LP SC 13D/A