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) 05/15/2015 | ||||||||||||||||||||||||||
| 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 | 05/15/2015 | M | 7,333(1) | A | $0.00 | 18,598 | D | |||
| Common Stock | 05/18/2015 | S | 3,454(2) | D | $45.9499(3)(4) | 15,144 | D | |||
| Common Stock | 34,937 | I | By TGMD Family LLLP | |||||||
| 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 | ||||||||
| Restricted Share Units | (5) | 05/15/2015 | M | 7,333 | (6) | (6) | Common Stock | 7,333 | $0.00 | 34,483(7) | D | ||||
| Explanation of Responses: |
| 1. 7,333 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"), settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock. |
| 2. This sale was made pursuant to an election dated May 13, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of equity awards. |
| 3. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 4. $45.9499 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $45.7400 per share and $46.2100 per share. |
| 5. Each RSU represents a contingent right to receive one share of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the cash value thereof. The RSUs were issued as compensation for services as an officer. |
| 6. The 2012 RSU Award vests ratably over three years on May 15 of each of the three years following the date of grant. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, 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. |
| 7. This number of derivative securities includes (a) 11,847 RSUs that remain outstanding pursuant to an RSU award granted on March 26, 2013; (b) 7,284 RSUs that remain outstanding pursuant to an RSU award granted on March 26, 2014; (c) 11,514 RSUs that remain outstanding pursuant to the March 26, 2015, RSU award in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers; and (d) 3,838 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2015. |
| Remarks: |
| /s/ Lowry Barfield | 05/19/2015 | |
| ** 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. | ||