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13D Filing: Whitebox Advisors and Par Pacific Holdings Inc. (PARR)

Par Pacific Holdings Inc. (NYSEMKT:PARR): Andy Redleaf’s Whitebox Advisors filed an amended 13D.

You can check out Whitebox Advisors’ latest holdings and filings here.

Please follow Whitebox Advisors (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Whitebox Advisors or update its stock holdings.

Andy Redleaf
Andy Redleaf
Whitebox Advisors

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Whitebox Advisors 0 4,822,159 0 4,822,159 4,822,159 10.4%
Whitebox General Partner 0 4,822,159 0 4,822,159 4,822,159 10.4%
Whitebox Multi-Strategy Partners 0 2,207,497 0 2,207,497 2,207,497 4.8%
Andy Redleaf
Andy Redleaf
Whitebox Advisors

Page 1 of 10 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

PAR PACIFIC HOLDINGS, INC.

(Name of Issuer)

Common stock, $0.01 par value

(Title of Class of Securities)

69888T207

(CUSIP Number)

Mark Strefling

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

(612) 253-6001

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

October 10, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 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 (however,
see the Notes).

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Page 2 of 10 – SEC Filing

 CUSIP No. 69888T207

  1

NAME OF REPORTING PERSON

Whitebox Advisors LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) (b)

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See Instructions)

AF

  5

CHECK 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

4,822,159 (See Item 2)

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,822,159 (See Item 2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,822,159 (See Item 2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%*

14

TYPE OF REPORTING PERSON (See Instructions)

IA

* Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer’s Form 10-Q filed on August 9, 2017, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person’s beneficial ownership.

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Page 3 of 10 – SEC Filing

 CUSIP No. 69888T207

  1

NAME OF REPORTING PERSON

Whitebox General Partner LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) (b)

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See Instructions)

AF

  5

CHECK 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

4,822,159 (See Item 2)

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,822,159 (See Item 2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,822,159 (See Item 2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%*

14

TYPE OF REPORTING PERSON (See Instructions)

OO

* Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer’s Form 10-Q filed on August 9, 2017, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person’s beneficial ownership.

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Page 4 of 10 – SEC Filing

CUSIP No. 69888T207

  1

NAME OF REPORTING PERSON

Whitebox Multi-Strategy Partners, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) (b)

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See Instructions)

WC

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

2,207,497 (See Item 2)

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,207,497 (See Item 2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,207,497 (See Item 2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%*

14

TYPE OF REPORTING PERSON (See Instructions)

PN

* Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer’s Form 10-Q filed on August 9, 2017, and 163,842 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person’s beneficial ownership.

 

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Page 5 of 10 – SEC Filing

EXPLANATORY NOTE:
This Amendment No. 15 to Schedule 13D (“Amendment No. 15”) 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. 15 amends, as set
forth below, the Schedule 13D filed by Whitebox Advisors LLC and certain related parties 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, Amendment No. 8 to the Original Schedule 13D filed on August 15, 2016, Amendment No. 9 to the Original Schedule
13D filed on September 13, 2016, Amendment No. 10 to the Original Schedule 13D filed on December 5, 2016, Amendment No. 11 to the
Original Schedule 13D filed on June 9, 2017, Amendment No. 12 to the Original Schedule 13D filed on September 12, 2017, Amendment
No. 13 to the Original Schedule 13D filed on September 19, 2017 and Amendment No. 14 to the Original Schedule 13D filed on October
5, 2017 (collectively, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed
to such terms in the Schedule 13D. The items of the Schedule 13D are amended as described herein, and only those items amended
are reported herein. Unless otherwise stated herein, the Schedule 13D remains in full force and effect.

Item 5. Interest in Securities of the Issuer

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

(a)       See
Items 11 and 13 of the cover pages to this Amendment No. 15 for the aggregate number and percentage of outstanding shares of Common
Stock that are beneficially owned by each of the Reporting Persons as of October 10, 2017. Calculation of the percentages of outstanding
shares of Common Stock beneficially owned were based on 45,802,763 shares of Common Stock outstanding, which is the number of Common
Stock outstanding that the Issuer reported in the Issuer’s Form 10-Q filed on August 9, 2017. For purposes of these calculations
the following number of Common Stock have been included in the number of shares of Common Stock outstanding for the respective
Reporting Person(s): (i) the 354,350 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have
indirect beneficial ownership; and (ii) the 163,842 shares of Common Stock issuable upon the exercise of the Warrants over which
WMP has beneficial ownership.

(b)       See
Items 7 through 10 of the cover pages to this Amendment No. 15 for the number of shares of Common Stock beneficially owned by each
of the Reporting Persons as of October 10, 2017 as to which there is sole or shared power to vote or direct the vote, and sole
or shared power to dispose or direct the disposition.

(c)       The
transactions in the Common Stock by the Reporting Persons in the past 60 days are set forth in Exhibit 99.37. All transactions
were conducted in the open market.

(d)       The
WA Private Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of shares of Common Stock owned by the Reporting Persons.

(e)       As
of October 5, 2017, WMP
no longer owns more than 5% of the total outstanding shares of Common Stock.
Consequently, WMP is no longer considered a Reporting Person for purposes of this Schedule 13D.

Item 7. Material to Be Filed as Exhibits

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

Exhibit No. Description
99.37 Schedule of Transactions in the Common Stock by the Reporting Persons
99.38 Amended and Restated Joint Filing Agreement, dated October 11, 2017, among the Reporting Persons.
99.39 Executive Officers and Board of Whitebox Advisors LLC
99.40 Board of Whitebox General Partner LLC

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Page 6 of 10 – SEC Filing

 

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: October 11, 2017

WHITEBOX ADVISORS LLC

By: /s/ Elissa Weddle
Elissa Weddle
Chief Legal Officer

WHITEBOX GENERAL PARTNER LLC

By: /s/ Elissa Weddle
Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

By: Whitebox General Partner, LLC
By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

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Page 7 of 10 – SEC Filing

EXHIBIT 99.37

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)

Date of Transaction

Title of Class

Number of Shares/Units Acquired Number of Shares/Units Disposed

Price Per

Share/Unit

10/05/2017 Common Stock N/A 326,700 $20.7500
10/06/2017 Common Stock N/A 73,579 $20.6500
10/09/2017 Common Stock N/A 40,400 $20.7200
10/10/2017 Common Stock N/A 65,400 $20.8500

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

Date of Transaction

Title of Class

Number of Shares/Units Acquired Number of Shares/Units Disposed

Price Per

Share/Unit

10/05/2017 Common Stock N/A 125,020 $20.7500
10/06/2017 Common Stock N/A 24,809 $20.6500
10/09/2017 Common Stock N/A 17,366 $20.7200
10/10/2017 Common Stock N/A 28,113 $20.8500

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Page 8 of 10 – SEC Filing

 

EXHIBIT 99.38

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. 13 (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. 13 to
the statement on Schedule 13D, and to any subsequent amendments thereto, filed on behalf of the parties hereto.

Date: October 11, 2017

WHITEBOX ADVISORS LLC

By: /s/ Elissa Weddle
Elissa Weddle
Chief Legal Officer

WHITEBOX GENERAL PARTNER LLC

By: /s/ Elissa Weddle
Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

By: Whitebox General Partner, LLC
By: /s/ Elissa Weddle

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

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Page 9 of 10 – SEC Filing

 Exhibit 99.39

EXECUTIVE OFFICERS AND BOARD OF WHITEBOX
ADVISORS LLC

The name, business address, present principal
employment and citizenship of each executive officer and board member of Whitebox Advisors LLC is set forth below.

Name Business Address Present Principal Employment Citizenship
Andrew Redleaf

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Founding Partner and Board member

Whitebox Advisors LLC

USA
Robert Vogel

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

USA
Mark Strefling

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Executive Officer and Board member

Whitebox Advisors LLC

USA
Michael McCormick

280 Park Ave

Suite 2803

New York, NY 10017

Chief Operating Officer

Whitebox Advisors LLC

USA
Elissa Weddle

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Legal Officer

Whitebox Advisors LLC

USA
Chris Hardy

280 Park Ave

Suite 2803

New York, NY 10017

Chief Compliance Officer

Whitebox Advisors LLC

USA
Brian Lofton

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Risk Officer

Whitebox Advisors LLC

USA
Paul Twitchell

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

USA
Richard Vigilante

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Communications Officer and Board member

Whitebox Advisors LLC

USA
Robert Riepe

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Financial Officer

Whitebox Advisors LLC

USA
Kerry Manaster

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Technology Officer

Whitebox Advisors LLC

USA
Jake Mercer

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Special Situations and Restructuring and Board member

Whitebox Advisors LLC

USA
Paul Roos

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Structured Credit and Board member

Whitebox Advisors LLC

USA

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Page 10 of 10 – SEC Filing

Exhibit 99.40

BOARD OF WHITEBOX GENERAL PARTNER LLC

The name, business address, present principal
employment and citizenship of each board member of Whitebox General Partner LLC is set forth below.

Name Business Address Present Principal Employment Citizenship
Andrew Redleaf

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Founding Partner

Whitebox Advisors LLC

USA
Robert Vogel

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer

Whitebox Advisors LLC

USA
Mark Strefling

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Executive Officer

Whitebox Advisors LLC

USA
Paul Twitchell

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Co-Chief Investment Officer

Whitebox Advisors LLC

USA
Richard Vigilante

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

Chief Communications Officer

Whitebox Advisors LLC

USA
Jake Mercer

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Special Situations and Restructuring

Whitebox Advisors LLC

USA
Paul Roos

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55416

Head of Structured Credit

Whitebox Advisors LLC

USA
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