PARR Par Pacific Holdings Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Yates Jim	2. Issuer Name and Ticker or Trading Symbol PAR PACIFIC HOLDINGS, INC. [ PARR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Senior VP
(Last)          (First)          (Middle) 825 TOWN AND COUNTRY LANE, SUITE 1500	3. Date of Earliest Transaction (MM/DD/YYYY) 2/26/2021
(Street) HOUSTON, TX 77024 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 3/2/2021	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	2/26/2021		F		438 (1)	D	$17.67	55241	D
Common stock	2/27/2021		F		420 (2)	D	$17.67	54821	D
Common stock	2/27/2021		A		5507 (3)	A	$17.67	60328	D
Common stock	2/27/2021		F		1757 (4)(5)	D	$17.67	58571	D
Common stock	2/28/2021		F		486 (6)	D	$17.67	58085	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.
(2)	Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.
(3)	Each performance-based restricted stock unit ("RSU") represents the right to receive, upon vesting, up to 120% of one share of Par Pacific Holdings, Inc. ("Par Pacific") common stock. The resulting number of shares of Par Pacific common stock acquired upon vesting of the performance-based RSU is contingent upon the achievement of pre-established performance metrics, as approved by Par Pacific's Compensation Committee, over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date. Upon conversion, the reporting person received 5,507 shares of Par Pacific common stock.
(4)	Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of performance restricted stock units.
(5)	The original Form 4 filed March 2, 2021 incorrectly reported a withholding of 1,860 shares rather than 1,757 shares for payment of withholding tax liability incurred upon the vesting of the performance restricted stock units.
(6)	Represents shares of common stock withheld by the Issuer for payment of withholding tax liability incurred upon the vesting of restricted shares of common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Yates Jim 825 TOWN AND COUNTRY LANE, SUITE 1500 HOUSTON, TX 77024			Senior VP

Signatures
/s/ Jim Yates		4/9/2021
**Signature of Reporting Person		Date