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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

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)

December 13, 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  ☐.

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).

CUSIP No. 69888T207

CUSIP No. 69888T207

EXPLANATORY NOTE: This
Amendment No. 16 to Schedule 13D (“Amendment No. 16”) 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. 16 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, Amendment No. 14 to the Original Schedule 13D filed on October 5, 2017
and Amendment No. 15 to the Original Schedule 13D filed on October 11, 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 4 of the Schedule 13D is amended and
supplemented as follows:

On
December 12, 2017, the Issuer and its wholly-owned subsidiaries Par Petroleum, LLC (“Par Petroleum”) and Par Petroleum
Finance Corp. (“Finance Corp.” and together with Par Petroleum, the “Companies”), and
Par Petroleum’s existing subsidiaries (other than Finance Corp.) (the “Subsidiary Guarantors”) entered into a
purchase agreement (the “Senior Notes Purchase Agreement”) with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers, including certain WA
Private Funds (collectively, the “Senior Secured Notes Purchasers”), under which the Companies agreed to sell $300 million
in aggregate principal amount of 7.750% Senior Secured Notes due 2025 (the “Senior Secured Notes”) in a private placement
to qualified institutional buyers pursuant to Rule 144A and to certain persons outside of the United States pursuant to Regulation
S, each under the Securities Act. The Senior Secured Notes will be issued pursuant to an indenture to be entered into among the
Issuer, the Companies, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee and collateral trustee.
Certain WA Private Funds committed to purchase $40 million in aggregate principal amount of the Senior Secured Notes.

The
sale of the Senior Secured Notes to the Senior
Secured Notes Purchasers is expected to settle on December 21, 2017, subject to customary closing conditions. The Senior
Secured Notes will be secured, senior obligations of the Companies and will bear interest at a rate of 7.750% per year. Interest
will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018. The
Senior Secured Notes will mature on December 15, 2025, unless earlier repurchased or redeemed.

The
foregoing description of the Senior Notes Purchase Agreement does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Senior Notes Purchase
Agreement, which is incorporated by reference herein.

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 December 18, 2017. Calculation of the percentages of outstanding
shares of Common Stock beneficially owned were based on 45,790,387 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 November 8, 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): the 354,350 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have indirect
beneficial ownership.

(b)       See
Items 7 through 10 of the cover pages to this Amendment No. 16 for the number of shares of Common Stock beneficially owned by each
of the Reporting Persons as of December 18, 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)       Not
applicable.

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

The
information contained in Item 4 of this Schedule 13D regarding the Senior Notes Purchase Agreement is incorporated by reference
herein.

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

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:  December 19, 2017

WHITEBOX ADVISORS LLC

WHITEBOX GENERAL PARTNER LLC

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)

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. 16 (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. 16 to
the statement on Schedule 13D, and to any subsequent amendments thereto, filed on behalf of the parties hereto.

Date: December 19, 2017

WHITEBOX ADVISORS LLC

WHITEBOX GENERAL PARTNER LLC

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.

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.

SK
28410 0057 7765908