David L Lamp Form 4 Western Refining / DAVID L LAMP ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

LAMP DAVID L

(Last) (First) (Middle)

C/O WESTERN REFINING, INC.

212 N. CLARK ST.

(Street)

EL PASO TX 79905

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Refining, Inc. [ WNR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
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	01/18/2017		M		54,733(1)	A	$0.00	194,718	D
Common Stock	01/18/2017		F		20,949(2)	D	$0.00	173,769	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(3)	01/18/2017		M			54,733	(4)	(4)	Common Stock	54,733	$0.00	80,817(5)	D
Restricted Share Units	(6)	01/18/2017		A		53,534(7)		(8)	(8)	Common Stock	53,534	$0.00	53,534	D

Explanation of Responses:

1. 26,083 shares of common stock were issued pursuant to a phantom stock award granted to the reporting person on June 23, 2016, (the "2016a Phantom Stock Award") and 28,650 shares were issued pursuant to a phantom stock award granted to the reporting person on June 23, 2016 (the "2016b Phantom Stock Award"), both of which were settled at the election of the Compensation Committee of WNR's Board of Directors (the "Board") in WNR common stock.

2. These shares of common stock were issuable upon vesting of the 2016a Phantom Stock Award and the 2016b Phantom Stock Award, but were withheld to satisfy the reporting person's tax obligations.

3. Each share of phantom stock represents a contingent right to receive one share of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof. These shares of phantom stock were issued as compensation for services as an officer.

4. The 2016a Phantom Stock Award will vest ratably on January 17, 2018, and January 16, 2019. The 2016b Phantom Stock Award vests ratably on January 17, 2018. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but no later than 70 days following the date on which the shares of phantom stock become vested.

5. These derivative securities include (a) 52,167 phantom stock shares that remain outstanding pursuant to the 2016a Phantom Stock Award and (b) 28,650 phantom stock shares that remain outstanding pursuant to the 2016b Phantom Stock Award.

6. Each restricted share unit ("RSU") represents a contingent right to receive one share of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof. The RSUs were issued as compensation for services as an officer.

7. 53,534 RSUs were awarded pursuant to an RSU Award Agreement (the "2017 RSU Award"). These RSUs were awarded to the reporting person as compensation for services as an officer.

8. The 2017 RSU Award vests ratably on January 17, 2018, January 16, 2019, and January 15, 2020. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than December 31 of the year in which such vesting date occurs.

Remarks:

	/s/ David L. Lamp	01/20/2017
	** 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.