Filing Details

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.

CUSIP No. 69888T207

CUSIP No. 69888T207

CUSIP No. 69888T207

EXPLANATORY NOTE: This Amendment No. 9 to Schedule 13D ("Amendment No. 9") relates to the common stock, $0.01 par value per share (the "Common Stock") of Par Pacific Holdings, Inc., a Delaware corporation (the "Issuer"), which has its principal executive office at One Memorial Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024. This Amendment No. 9 amends and supplements, as set forth below, the Schedule 13D filed by Whitebox Advisors LLC and certain related parties (the "Reporting Persons") with respect to the Issuer on September 11, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed on February 28, 2013, Amendment No. 2 to the Original Schedule 13D filed on October 3, 2013, Amendment No. 3 to the Original Schedule 13D filed on August 27, 2014, Amendment No. 4 to the Original Schedule 13D filed on April 23, 2015, Amendment No. 5 to the Original Schedule 13D filed on August 3, 2015, Amendment No. 6 to the Original Schedule 13D filed on December 8, 2015, Amendment No. 7 to the Original Schedule 13D filed on June 21, 2016 and Amendment No. 8 to the Original Schedule 13D filed on August 15, 2016 (collectively, the "Schedule 13D"). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein. Unless otherwise stated herein, the Schedule 13D remains in full force and effect.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented as follows:

See Item 4 for a description of the acquisition of the Rights (as defined in Item 4).  No borrowed funds were used to purchase the Rights.

In addition to the acquisition of the Notes, certain WA Private Funds acquired additional Notes (the "Additional Notes") in open market transactions.  No borrowed funds were used to purchase the Additional Notes, other than any borrowed funds used for working capital purposes in the ordinary course of business.  The source of the funds used to purchase the Notes were capital contributions made to the WA Private Funds.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows:

The Issuer conducted a rights offering and issued, at no charge, one transferable subscription right (the "Rights") with respect to each share of Common Stock outstanding as of the close of business on August 25, 2016 (the "Rights Offering").  Holders of Rights, including the Reporting Persons, are entitled to purchase 0.099 shares of Common Stock for each subscription right held at an exercise price of $12.25 per whole share.  The summary of the Rights Offering set forth above does not purport to be complete and is qualified in its entirety by reference to the prospectus for Transferable Subscription Rights and Shares of Common Stock Issuable Upon Exercise of Transferable Subscription Rights filed by the Issuer on August 26, 2016, which is being filed as Exhibit 99.33 and is incorporated by reference.

The WA Private Funds, including WMP have sold certain of their Common Stock.  The sales are set forth in Exhibit 99.34.

See Item 3 for a description of the acquisition of the Additional Notes.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and supplemented as follows:

RIGHTS OFFERING

See Item 4 above for a description of the Rights Offering.Item 7.

Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows.

Signature

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

Date:  September 13, 2016

WHITEBOX ADVISORS LLC

WHITEBOX GENERAL PARTNER LLC

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

EXHIBIT 99.34

SCHEDULE OF TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS

Schedule of Transactions in Common Stock by Whitebox Advisors LLC and Whitebox General Partner LLC (on behalf of private funds for which they act as investment adviser and general partner, respectively)

Schedule of Transactions in Common Stock by Whitebox Multi-Strategy Partners, L.P.

EXHIBIT 99.35

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly Amendment No. 9 (and any subsequent amendments) to the statement on Schedule 13D with respect to the shares of common stock, $0.01 par value, of Par Pacific Holdings, Inc.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to Amendment No. 9 to the statement on Schedule 13D, and to any subsequent amendments thereto, filed on behalf of the parties hereto.

Date:  September 13, 2016

WHITEBOX ADVISORS LLC

WHITEBOX GENERAL PARTNER LLC

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.