Western Refining Logistics (WNRL) Form 4 Change in insider ownership

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^*

Western Refining Southwest, Inc.

(Last) (First) (Middle)

1250 W. WASHINGTON ST., SUITE 101

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Refining Logistics, LP [ WNRL ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 Units representing limited partner interests	03/02/2017		C		22,811,000	A	$0.00(1)	31,390,623	D(2)
Common Units representing limited partner interests								628,224	I	Through St. Paul Park Refining Co. LLC
TexNew Mex Units								80,000	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
Subordinated units representing limited partner interests	(1)	03/02/2017		C			22,811,000	(1)	(1)	Common units representing limited partner interests	22,811,000	$0.00(1)	0	D(2)

1. Name and Address of Reporting Person^*

Western Refining Southwest, Inc.

(Last) (First) (Middle)

1250 W. WASHINGTON ST., SUITE 101

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Giant Industries, Inc.

(Last) (First) (Middle)

1250 W. WASHINGTON ST., SUITE 101

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Western Refining, Inc.

(Last) (First) (Middle)

212 N. CLARK ST.

(Street)

EL PASO TX 79905

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Western Acquisition Holdings, LLC

(Last) (First) (Middle)

C/O WESTERN REFINING, INC.,

212 N. CLARK ST.

(Street)

EL PASO TX 79905

(City) (State) (Zip)

Explanation of Responses:

1. On March 2, 2017, 22,811,000 subordinated units representing limited partner interests of the Issuer (the "Subordinated Units") directly owned by Western Refining Southwest, Inc. ("WRSW") were converted into common units representing limited partner interests in the Issuer (the "Common Units") on a one-for-one basis for no additional consideration upon the satisfaction of certain conditions in the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated October 30, 2015 (the "Partnership Agreement"). There was no expiration date associated with the Subordinated Units.

2. This Form 4 is being filed jointly by WRSW, Western Acquisition Holdings, LLC ("WAH"), Giant Industries, Inc. ("Giant") and Western Refining, Inc. ("Western"). Giant is a wholly owned subsidiary of Western and owns approximately 38.7% of the outstanding shares of WRSW. WAH owns approximately 61.3% of the outstanding shares of WRSW and is a wholly owned subsidiary of Giant. WAH may be deemed to beneficially own the Common Units of the Issuer directly owned by WRSW, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

Remarks:

WRSW has the right to appoint all of the directors of the Board of Directors of Western Refining Logistics GP, LLC, the general partner of the Issuer. WAH has a controlling interest in WRSW and WAH is a wholly owned subsidiary of Giant, which is an indirect wholly owned subsidiary of Western. Therefore, each of WAH, Giant, Western and WRSW may be deemed a director by deputization.

	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Refining Southwest, Inc.	03/02/2017
	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Acquisition Holdings, LLC	03/02/2017
	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Giant Industries, Inc.	03/02/2017
	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Refining, Inc.	03/02/2017
	** Signature of Reporting Person	Date
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