Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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CHAI TRUST CO LLC
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2. Issuer Name and Ticker or Trading Symbol
PAR PACIFIC HOLDINGS, INC. [PARR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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TWO NORTH RIVERSIDE PLAZA , SUITE 600
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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CHICAGO
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IL
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60606
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CHAI TRUST CO LLC
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL60606
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EGI Investors, L.L.C.
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL60606
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Zell Credit Opportunities Master Fund, L.P.
TWO NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, IL60606
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Signatures
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Chai Trust Company, LLC; By: /s/ Joseph Miron, Chief Legal Officer
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2021-12-07
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**Signature of Reporting Person
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Date
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EGI Investors L.L.C.; By: /s/ Joseph Miron, Vice President
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2021-12-07
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**Signature of Reporting Person
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Date
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Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Joseph Miron, Chief Legal Officer
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2021-12-07
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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These shares of Common Stock were sold on behalf of the Zell Credit Opportunities Master Fund, L.P. (the "Master Fund"), through an affiliated fund, Zell Credit Opportunities Sub Fund, LLC ("Sub Fund"). The shares sold represent a portion of the pro rata interest of an outside investor in the Master Fund (the "Outside Investor") and are being sold in connection with the Master Fund reaching maturity and effecting an orderly liquidation and distribution of the proceeds of the sale to the Outside Investor. The Outside Investor's remaining interest represents 9,033,535 of the remaining shares of Common Stock held by the Master Fund (directly and indirectly through Sub Fund). The shares of Common Stock held by the Master Fund not attributable to the Outside Investor are not being sold, transferred or otherwise disposed of at this time.
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(2)
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These shares of Common Stock are held directly by EGI Investors, L.L.C. ("EGI Investors"). The shares of Common Stock held by EGI Investors are not being sold, transferred or otherwise disposed of at this time.
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(3)
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The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $13.28 to $13.85, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
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(4)
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The price reported in Column 4 is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $14.00 to $14.515, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
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(5)
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Chai Trust Company, LLC, an Illinois limited liability company, is the general partner of the Master Fund and the managing member of each of EGI Investors and Sub Fund, and in such capacities, may be deemed to indirectly beneficially own these shares of Common Stock.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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