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Filing Details

Accession Number:: 0001209191-13-018893
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-28 18:28:50
Reporting Period:: 2013-03-26

Filing Date:: 2013-03-28
Accepted Time:: 2013-03-28 18:28:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1339048	Western Refining Inc.	WNR	Petroleum Refining (2911)	203472415

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1373429	J Mark Smith	C/O Western Refining, Inc. 123 W. Mills Avenue, Suite 200 El Paso TX 79901	President-Refining & Marketing	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-03-26	40,000	$34.70	185,251	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Share Unit	Acquisiton	2013-03-26	28,243	$0.00	28,243	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
78,576			No	4	A	Direct

Footnotes

These trades were conducted pursuant to a 10b5-1 plan entered into on December 7, 2011 primarily for the purpose of paying income taxes associated with the vesting of restricted stock.
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.
$34.6978 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $34.2200 per share and $35.0500 per share.
Each restricted share unit 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.
These restricted share units were awarded in settlement of the 2012 Performance Plan for Executive Officers as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986.
These restricted share units vest in five equal installments on the fourth business day before the end of March 2014, 2015, 2016, 2017, and 2018. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the 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.
This number of derivative securities includes (a) 19,333 restricted share units (RSUs) that remain outstanding pursuant to an award granted on February 28, 2011, and which vest in equal installments on May 15 of 2013 and 2014; and (b) 31,000 RSUs that remain outstanding pursuant to an award granted on February 17, 2012, and which vest in equal installments on May 15 of 2013, 2014, and 2015.