Western Refining Logistics (WNRL) Form 4 Western Refining Logistics / Mark J Smith 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^*

Smith Mark J

(Last) (First) (Middle)

C/O WESTERN REFINING LOGISTICS, LP

212 N. CLARK ST.

(Street)

EL PASO TX 79905

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2017

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 Unit	03/28/2017		M		9,613(1)	A	$0.00	39,329	D
Common Unit	03/28/2017		F		3,366(2)	D	$0.00	35,963	D
Common Unit								4,671	I	By Mark J. Smith & Brenda J. Smith Living Trust dated 05/09/2014

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 Unit	(3)	03/28/2017		M			9,613	(4)	(4)	Common Unit	9,613	$0.00	19,672(5)	D

Explanation of Responses:

1. 6,916 common units were issued pursuant to a phantom unit award granted to the reporting person on January 31, 2014 (the "2014 Phantom Unit Award"), 450 common units were issued pursuant to a phantom unit award granted to the reporting person on March 26, 2015 (the "2015 Phantom Unit Award"), 2,247 common units were issued pursuant to a phantom unit award granted to the reporting person on March 28, 2016 (the "2016 Phantom Unit Award"), all of which were settled at the election of the Board of Directors (the "Board") of Western Refining Logistics GP, LLC, the general partner of WNRL, in WNRL common units.

2. These common units were issuable upon vesting of the 2014 Phantom Unit Award, the 2015 Phantom Unit Award, and the 2016 Phantom Unit Award, but were withheld to satisfy the reporting person's tax obligations.

3. Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in WNRL or, at the election of the Board, or such committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for service as an officer.

4. The 2014 Phantom Unit Award and the 2015 Phantom Unit Award each vests ratably over five years on the fourth business day before the end of March in each of the five years following the date of grant. The 2016 Phantom Unit Award vests ratably over three years on the fourth business day before the end of March in each of the three years following the date of grant. WNRL common units, or at the election of the Board, or such committee as may be appointed by 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 the 70th calendar day following the vesting each phantom unit.

5. This number of derivative securities includes (a) 13,830 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award; (b) 1,349 phantom units that remain outstanding pursuant to the 2015 Phantom Unit Award; and (c) 4,493 phantom units that remain outstanding pursuant to the 2016 Phantom Unit Award.

Remarks:

	/s/ Mark J. Smith	03/30/2017
	** 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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