Davis Karen Berriman Form 4 Western Refining / Karen Berriman Davis 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^*

Davis Karen Berriman

(Last) (First) (Middle)

C/O WESTERN REFINING, INC.

123 W. MILLS AVENUE, SUITE 600

(Street)

EL PASO TX 79901

(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 and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2016

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	12/30/2016		M		10,017(1)	A	$0.00	11,051	D
Common Stock	12/30/2016		F		4,623(2)	D	$0.00	6,428	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)	12/30/2016		M			10,017	(4)	(4)	Common Stock	10,017	$0.00	14,709(5)	D

Explanation of Responses:

1. 10,017 shares were issued pursuant to a phantom stock award ("Phantom Stock Award") granted to the reporting person on June 23, 2016, 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 Phantom Stock Award, but were withheld to satisfy the reporting person's tax obligations.

3. These shares of phantom stock represent 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 of Issuer.

4. These shares of phantom stock vested on December 30, 2016.

5. This number of derivative securities include (a) 5,325 phantom stock shares that remain outstanding pursuant to a phantom stock award granted on June 23, 2016, and (b) 9,384 phantom stock shares that remain outstanding pursuant to a phantom stock award granted on June 23, 2016.

Remarks:

	/s/ Karen B. Davis	01/03/2017
	** 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).
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