SEC Form SC 13D/A filed by Par Pacific Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 26)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Joseph Miron, Esq.

Equity Group Investments

2 North Riverside Plaza, Suite 600

Chicago, Illinois 60606

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

(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 that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7(b) for other parties to whom copies are to be sent.

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 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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1	NAMES OF REPORTING PERSONS
	EGI INVESTORS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			2,179,801
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,179,801
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,179,801
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)
	3.7% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

EXPLANATORY NOTE: This Amendment No. 26 to Schedule 13D (“Amendment No. 26”) relates to the Common Stock, $0.01 par value per share of Par Pacific Holdings, Inc. This Amendment No. 26 amends and supplements, as set forth below, the Schedule 13D filed by certain of the Reporting Persons with respect to the Issuer on September 10, 2012, and Amendment No. 1 to the Schedule 13D filed on June 27, 2013, Amendment No. 2 to the Schedule 13D filed on September 30, 2013, Amendment No. 3 to the Schedule 13D filed on July 25, 2014, Amendment No. 4 to the Schedule 13D filed on August 15, 2014, Amendment No. 5 to the Schedule 13D filed on September 24, 2014, Amendment No. 6 to the Schedule 13D filed on November 12, 2014, Amendment No. 7 to the Schedule 13D filed on April 14, 2015, Amendment No. 8 to the Schedule 13D filed on August 25, 2015, Amendment No. 9 to the Schedule 13D filed on November 24, 2015, Amendment No. 10 to the Schedule 13D filed on June 17, 2016, Amendment No. 11 to the Schedule 13D filed on July 18, 2016, Amendment No. 12 to the Schedule 13D filed on September 26, 2016, Amendment No. 13 to the Schedule 13D filed on November 1, 2021, Amendment No. 14 to the Schedule 13D filed on December 9, 2021, Amendment No. 15 to the Schedule 13D filed on January 6, 2022, Amendment No. 16 to the Schedule 13D filed on February 28, 2022, Amendment No. 17 to the Schedule 13D filed on April 15, 2022, Amendment No. 18 to the Schedule 13D filed on April 25, 2022, Amendment No. 19 to the Schedule 13D filed on May 13, 2022, Amendment No. 20 to the Schedule 13D filed on May 26, 2022, Amendment No. 21 to the Schedule 13D filed on June 7, 2022, Amendment No. 22 to the Schedule 13D filed on June 28, 2022, Amendment No. 23 to the Schedule 13D filed on July 8, 2022, Amendment No. 24 to the Schedule 13D filed on July 21, 2022, and Amendment No. 25 to the Schedule 13D filed on August 2, 2022 (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.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

This statement on Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Par Pacific Holdings, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 825 Town & Country Lane, Suite 1500, Houston, Texas 77024.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a-c) This Schedule is being filed by the following beneficial owners of Common Stock: Chai Trust Company, LLC, an Illinois limited liability company (“General Partner”) and EGI Investors, L.L.C., a Delaware limited liability company (“EGI Investors”). General Partner and EGI Investors are sometimes collectively referred to herein as the “Reporting Persons.” The principal business of EGI Investors is investments, and the principal business of General Partner is trust administration.

The executive officers of EGI Investors are:

The executive officers and directors of General Partner are as follows:

The business address of Joseph Miron, Mark Sotir, Philip G. Tinkler, Scott R. Peppet, Suzanne Campion, David J. Contis, Mary Duke, Thomas P. Heneghan, Siobhan Murphy, JoAnn Zell, Kellie Zell and each Reporting Person is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.

(d) and (e) No Reporting Person has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

(f) All of the executive officers and directors of each Reporting Person are United States citizens.

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

For purposes of compliance with the restrictions in the Issuer’s certificate of incorporation designed to reduce the risk of an ownership change for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, the sales of shares of Common Stock by the Reporting Persons reported herein were previously approved by the board of directors of the Issuer.

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

(a) and (b) To the best knowledge of the Reporting Persons, 59,575,453 shares of Common Stock were outstanding as of February 22, 2024, as disclosed in the Issuer’s annual report on Form 10-K filed on February 29, 2024. EGI Investors is the beneficial owner of 2,179,801 shares of Common Stock, or approximately 3.7% of the issued and outstanding shares of Common Stock, and EGI Investors shares voting and dispositive power with General Partner with respect to such shares.

(c) A description of all of the other transactions in the Common Stock during the past sixty days, each of which was effected in the open market in routine brokerage transactions, is included in Exhibit 14.

(d) No person other than the Reporting Persons has 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 February 29, 2024, each of the Reporting Persons ceased to beneficially own more than 5% of the shares of Common Stock outstanding.

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

SIGNATURES

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

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