Page 5 of 9 – SEC Filing 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: (a) See Items 11 and 13 of the cover pages to this Amendment No. 9 for the aggregate number and percentage of outstanding shares of Common Stock that are beneficially owned by each of the Reporting Persons as of September 13, 2016. Calculation of the percentages of outstanding shares of Common Stock beneficially owned were based on 41,163,845 shares of Common Stock outstanding as of August 25, 2016 as reported in the Issuer’s prospectus for Transferable Subscription Rights and Shares of Common Stock filed on August 26, 2016. 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 345,135 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have indirect beneficial ownership; and (ii) the 159,582 shares of Common Stock issuable upon the exercise of the Warrants over which WMP has beneficial ownership.
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:
(a) See Items 11 and 13 of the cover pages to this Amendment No. 9 for the aggregate number and percentage of outstanding shares of Common Stock that are beneficially owned by each of the Reporting Persons as of September 13, 2016. Calculation of the percentages of outstanding shares of Common Stock beneficially owned were based on 41,163,845 shares of Common Stock outstanding as of August 25, 2016 as reported in the Issuer’s prospectus for Transferable Subscription Rights and Shares of Common Stock filed on August 26, 2016. 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 345,135 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have indirect beneficial ownership; and (ii) the 159,582 shares of Common Stock issuable upon the exercise of the Warrants over which WMP has beneficial ownership.
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