SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

GINNS JONATHAN J

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS LLC

1133 CONNECTICUT AVENUE, NW, STE 700

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2012

3. Issuer Name and Ticker or Trading Symbol
Northern Tier Energy LP [ NTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	57,282,000	I	See footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
PIK Units	⁽³⁾	⁽³⁾	Common Units	18,383,000	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Common Unit Right	⁽⁴⁾	⁽⁴⁾	Common Units	2,437,500	⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾

Explanation of Responses:

1. The securities reported in this statement are held by Northern Tier Holdings LLC ("Holdings"). Northern Tier Investors, LLC ("Investors LLC") is the sole owner of the common interests in Holdings. The sole member of Investors LLC is Northern Tier Investors LP ("Investors LP"). The general partner of Investors LP is NTI GenPar LLC. ACON Refining Partners, L.L.C. ("Refining") owns 48.75% of the Class A common units in Investors LP and 50% of the limited liability company interests in NTI GenPar LLC. AIP V GenPar, L.L.C. ("GenPar") is the managing member of Refining. ACON Funds Management, L.L.C. ("Management") is the managing member of GenPar. Mr. Ginns is a managing member and equity holder of Management. Mr. Ginns disclaims beneficial ownership of the securities reported herein.

2. cont'd: Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Ginns is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities covered by this statement.

3. The PIK Units will be converted automatically into Common Units of the Issuer following the earlier of December 1, 2017 or the date on which the Issuer redeems, repurchases, defeases or retires all of its senior secured notes, or amends the indenture governing the senior secured notes in a manner that results in the indenture being unable to restrict the Issuer's ability to pay cash distributions on its outstanding units.

4. The Issuer has granted to the underwriters of its initial public offering a 30-day right to purchase up to 2,437,500 Common Units pursuant to an over-allotment option. If the underwriters exercise the option, the Issuer will distribute the net proceeds of the sale to Holdings. If the underwriters do not exercise the option, the Common Units subject to the option will be distributed to Holdings.

Remarks:

Remarks: Exhibit List Exhibit 24.1 - Power of Attorney, dated July 18, 2012 filed hereto.

	Jonathan J. Ginns, By: /s/ Barry E. Johnson, Title: Attorney-in-Fact	07/25/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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