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.

CUSIP No. 69888T207

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Percent of class is calculated based on 41,101,279 shares of Common Stock issued and outstanding as of June 14, 2016 as reported in the Issuer's Form S-3 filed on June 17, 2016, and 345,135 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 Persons' beneficial ownership.

CUSIP No. 69888T207

*

Percent of class is calculated based on 41,101,279 shares of Common Stock issued and outstanding as of June 14, 2016 as reported in the Issuer's Form S-3 filed on June 17, 2016, and 345,135 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 Persons' beneficial ownership.

CUSIP No. 69888T207

*

Percent of class is calculated based on 41,101,279 shares of Common Stock issued and outstanding as of June 14, 2016 as reported in the Issuer's Form S-3 filed on June 17, 2016, and 345,135 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 Persons' beneficial ownership.

EXPLANATORY NOTE: This Amendment No. 7 to Schedule 13D ("Amendment No. 7") 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 City Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024. This Amendment No. 7 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 and Amendment No. 6 to the Original Schedule 13D filed on December 8, 2015 (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 4 of the Schedule 13D is amended and supplemented as follows:

In June, 2016, the Issuer issued an amount of 5.00% convertible senior notes due 2021 (the "Notes") in a private placement under Rule 144A (the "Private Placement") pursuant to the 5.00% Convertible Senior Notes due 2021 Purchase Agreement (the "Purchase Agreement").  Holders of the Notes may exercise their conversion rights at any time prior to the close of business on the business day immediately preceding the maturity date under certain circumstances.  The Notes will initially be convertible at a conversion rate of 55.5556 shares of Common Stock per $1,000 principal amount of the Notes (which is the equivalent to a conversion price of approximately $18.00 per share), subject to adjustments upon the occurrence of certain events.  The Issuer will use the net proceeds from the Private Placement to fund a portion of the acquisition of all of the equity interests of Hermes Consolidated, LLC, d/b/a Wyoming Refining Company and for general corporate purposes.  The Notes provide that during any period of time in which a person's beneficial ownership of shares of Common Stock is less than 5%, such person shall not have the right to convert all or any portion of any of its Notes into shares of Common Stock (the "Underlying Common Stock") to the extent that, upon and after giving effect to such conversion, such person (together with such person's affiliates and any other persons or entities whose beneficial ownership of shares of Common Stock would be aggregated with such person's for purposes of Section 13(d) of the Exchange Act would have beneficial ownership of more than 4.99% of the total number of shares of Common Stock then issued and outstanding; provided that such person may, from time to time, at its option and upon not less than 61 days' prior notice to the Issuer elect to increase such limitation to any other percentage not in excess of 9.99% of the total number of shares of Common Stock then issued and outstanding.

Holders of the Notes shall also be entitled to the benefits of a Registration Rights Agreement, pursuant to which the Issuer will be required to file with the Securities and Exchange Commission a shelf registration statement pursuant to Rule 415 of the Securities Act of 1933 relating to the resale of the Underlying Common Stock.

The Reporting Persons beneficially own Notes acquired in the Private Placement.  Prior to the Private Placement, the Issuer, funds managed by Highbridge Capital Management, LLC and funds managed on behalf of WA, committed to fully backstop the sale by the Issuer and the purchase by the Holders of the Notes pursuant to a backstop agreement dated June 14, 2016 (the "Backstop Agreement").

The foregoing descriptions of the Purchase Agreement and the Backstop Agreement are not intended to be complete and are qualified in their entirety by reference to such agreements, each of which is incorporated by reference herein.

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:

See Item 4 above for a description of the Purchase Agreement, the Registered Rights Agreement and the Backstop Agreement.

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:  June 21, 2016

WHITEBOX ADVISORS, LLC

WHITEBOX GENERAL PARTNER LLC

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

EXHIBIT 99.16

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. 7 (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. 7 to the statement on Schedule 13D, and to any subsequent amendments thereto, filed on behalf of the parties hereto.

Date:  June 21, 2016

WHITEBOX ADVISORS, LLC

WHITEBOX GENERAL PARTNER LLC

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

SK 28410 0001 7189633