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Filing Details

Accession Number:: 0001209191-14-023808
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-03-28 19:45:58
Reporting Period:: 2014-03-26

Filing Date:: 2014-03-28
Accepted Time:: 2014-03-28 19:45:58
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	Acquisiton	2014-03-26	5,649	$0.00	99,584	No	4	M	Direct
Common Stock	Disposition	2014-03-27	1,881	$38.01	97,703	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	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	2014-03-26	5,649	$0.00	5,649	$0.00
Common Stock	Restricted Share Units	Acquisiton	2014-03-26	13,024	$0.00	13,024	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
57,505			No	4	M	Direct
70,529			No	4	A	Direct

Footnotes

5,649 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on March 26, 2013, (the "2013 RSU Award"), settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock.
This sale was made pursuant to an election dated November 13, 2009, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of restricted stock units.
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.
$38.0135 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $38.0000 per share and $38.1000 per share.
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 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. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the cash 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) 9,666 RSUs that remain outstanding pursuant to an award on February 28, 2011; (b) 25,245 RSUs that remain outstanding pursuant to an award on February 17, 2012; and (c) 22,594 RSUs that remain outstanding pursuant to the 2013 RSU Award.
These RSUs were awarded in settlement of the 2013 Annual Performance Plan for Executive Officers as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the "2014 RSU Award).
The 2014 RSU Award vests ratably on the fourth business day before the end of March 2015, 2016, 2017, 2018 and 2019. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the cash 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) 9,666 RSUs that remain outstanding pursuant to an award on February 28, 2011; (b) 25,245 RSUs that remain outstanding pursuant to an award on February 17, 2012; (c) 22,594 RSUs that remain outstanding pursuant to the 2013 RSU Award; and (d) 13,024 RSUs that remain outstanding pursuant to the 2014 RSU Award.