SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Western Refining, Inc. [ WNR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/23/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 06/23/2016 | A | 63,801 | A | (1) | 63,801 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Phantom Stock | (2) | 06/23/2016 | A | 137,641 | (3) | (3) | Common Stock | 137,641 | $0.00(2) | 137,641 | D | ||||
| Phantom Stock | (2) | 06/23/2016 | A | 57,300 | (4) | (4) | Common Stock | 57,300 | $0.00(2) | 194,941 | D | ||||
| Phantom Stock | (2) | 06/23/2016 | A | 78,250 | (5) | (5) | Common Stock | 78,250 | $0.00(2) | 273,191 | D | ||||
| Explanation of Responses: |
| 1. The transaction reported occurred in connection with the merger of Northern Tier Energy LP ("NTI") with a wholly owned subsidiary of Western Refining, Inc. ("WNR"), effective June 23, 2016 (the "Merger"). On June 23, 2016, the last trading day for NTI common units, the closing price of NTI common units was $21.15 per unit and the closing price of WNR's common stock was $20.25. Each NTI common unit held by the reporting person was converted into the right to receive, at his election but subject to proration, (i) $15.00 in cash without interest and 0.2986 of a share of WNR common stock, (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock. |
| 2. Also in connection with the Merger, each award of time-based NTI phantom units and NTI restricted units held by the reporting person and outstanding and unvested immediately prior to the Merger was cancelled and replaced by a phantom stock award of WNR to be governed by the terms of a phantom stock award agreement and the Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive Plan, as adopted, assumed and amended by WNR in connection with the Merger. Each new phantom stock award represents a contingent right to receive one share of common stock of WNR or, at the election of the Compensation Committee of WNR's board of directors, the cash value thereof. Other than as described above and as adjusted to reflect the Merger, the new phantom stock award will generally be subject to the same terms and conditions as the original NTI awards, including, but not limited to, vesting and payment dates, and the accrual of dividend rights on unvested phantom stock. |
| 3. These shares of phantom stock are scheduled to vest on December 31, 2016. |
| 4. These shares of phantom stock are scheduled to vest ratably on January 18, 2017 (28,650 shares) and January 17, 2018 (28,650 shares). |
| 5. These shares of phantom stock are scheduled to vest ratably on January 18, 2017 (26,083 shares), January 17, 2018 (26,084 shares), and January 16, 2019 (26,083 shares). |
| Remarks: |
| /s/ David L. Lamp | 06/27/2016 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||