Lowry Barfield Form 4 Western Refining / Lowry Barfield 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

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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^*

Barfield Lowry

(Last)

(First)

(Middle)

C/O WESTERN REFINING, INC.

212 N. CLARK ST.

(Street)

EL PASO

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)
EVP, Gen Counsel & Sec

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽¹⁾	01/18/2017		A		11,507⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	11,507	$0.00	79,319⁽⁴⁾	D

Explanation of Responses:

1. 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 WNR's Board of Directors (the "Board"), the cash value thereof. The RSUs were issued as compensation for services as an officer.

2. 11,507 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.

3. The 2017 RSU Award vests ratably on Jaunary 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.

4. These derivative securities includes (a) 7,898 RSUs that remain outstanding pursuant to the award granted March 26, 2013; (b) 5,463 RSUs that remain outstanding pursuant to the award granted March 26, 2014; (c) 9,211 RSUs that remain outstanding pursuant to the award issued in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers granted March 26, 2015; (d) 3,070 RSUs that remain outstanding pursuant to the award granted March 26, 2015; (e) 28,113 RSUs that remain outstanding pursuant to the award issued in partial settlement of the 2015 Annual Performance Bonus Program for Executive Officers granted March 28, 2016; (f) 14,057 RSUs that remain outstanding pursuant to the award granted March 28, 2016; and (g) 11,507 RSUs that remain outstanding pursuant to the 2017 RSU Award.

Remarks:

	/s/ Lowry Barfield	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.

Lowry Barfield Form 4Western Refining / Lowry Barfield ownership change