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Filing Details

Accession Number:: 0001209191-13-027383
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-17 19:03:46
Reporting Period:: 2013-05-15

Filing Date:: 2013-05-17
Accepted Time:: 2013-05-17 19:03:46
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
Common Stock	Acquisiton	2013-05-15	15,422	$0.00	200,673	No	4	M	Direct
Common Stock	Disposition	2013-05-15	3,867	$30.99	196,806	No	4	S	Direct
Common Stock	Disposition	2013-05-16	2,871	$30.77	193,935	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
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 Units	Disposition	2013-05-15	15,422	$0.00	15,422	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
63,154			No	4	M	Direct

Footnotes

This number of shares includes (a) 9,667 shares issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on February 28, 2011 (the "2011 RSU Award"), and (b) 5,755 shares issued pursuant to a RSU award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"), settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock.
These trades were conducted pursuant to a 10b5-1 plan entered into by the reporting person on December 7, 2011, primarily for the purpose of paying income taxes required to be paid to the Internal Revenue Service ("IRS") as a result of the vesting of equity.
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.
$30.9902 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $30.2500 per share and $31.2500 per share.
$30.7723 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $30.6300 per share and $31.1000 per share.
This sale was made pursuant to an election dated November 13, 2009, for the payment of income taxes required to be paid to the IRS as a result of the vesting of equity awards.
Each 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 cash value thereof.
The 2011 RSU Award and the 2012 RSU Award vest ratably on May 15 of each of the three years following the date of grant. The RSU award dated March 26, 2013 (the "2013 RSU Award") 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. Upon vesting, the shares or the value thereof, will be delivered to the reporting person on or promptly following the vesting date, but not later than December 31 of the year in which such vesting date occurs. Settlement of 4,579 RSUs that vested on May 15, 2013, was deferred until the next vesting date that WNR reasonably expects that such settlement would be fully tax deductible under Section 162(m) of the Internal Revenue Code.
This number of derivative securities includes (a) 9,666 RSUs that remain outstanding pursuant to the 2011 RSU Award; (b) 25,245 RSUs that remain outstanding pursuant to the 2012 RSU Award; and (c) 28,243 RSUs that remain outstanding pursuant to the 2013 RSU Award.