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Filing Details

Accession Number:: 0001209191-15-030307
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-03-30 21:19:11
Reporting Period:: 2015-03-26

Filing Date:: 2015-03-30
Accepted Time:: 2015-03-30 21:19:11
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	2015-03-26	8,254	$0.00	8,254	No	4	M	Direct
Common Stock	Disposition	2015-03-27	2,820	$47.94	5,434	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	2015-03-26	8,254	$0.00	8,254	$0.00
Common Stock	Restricted Share Units	Acquisiton	2015-03-26	21,956	$0.00	21,956	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
50,399			No	4	M	Direct
72,355			No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	33,999	Indirect	By Mark J. Smith & Brenda J. Smith Living Trust dated 05/09/2014

Footnotes

5,649 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2013 (the "2013 RSU Award"), and 2,605 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014 (the "2014 RSU Award"), both of which were 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 May 14, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of equity awards.
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.
$47.9351 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $47.5800 per share and $48.3100 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 RSUs were awarded as compensation for service as an officer.
The 2013 RSU Award and 2014 RSU 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. 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) 2,369 RSUs that remain outstanding pursuant to an award granted to the reporting person on February 28, 2011 (the "2011 RSU Award"); (b) 20,666 RSUs that remain outstanding pursuant to an award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"); (c) 16,945 RSUs that remain outstanding pursuant to the 2013 RSU Award; and (d) 10,419 RSUs that remain outstanding pursuant to the 2014 RSU Award.
16,467 RSUs were awarded in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers (the "2014 Annual Performance Award") and 5,489 RSUs were awarded pursuant to an RSU award (the "2015 RSU Award"). These RSUs were awarded to the reporting person as compensation for services as an officer.
The 2014 Annual Performance Award and the 2015 RSU Award each vests ratably on the fourth business day before the end of March in 2016, 2017, 2018, 2019 and 2020. 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) 2,369 RSUs that remain outstanding pursuant to the 2011 RSU Award; (b) 20,666 RSUs that remain outstanding pursuant to the 2012 RSU Award; (c) 16,945 RSUs that remain outstanding pursuant to the 2013 RSU Award; (d) 10,420 RSUs that remain outstanding pursuant to the 2014 RSU Award; (e) 16,467 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; and (f) 5,489 RSUs that remain outstanding pursuant to the 2015 RSU Award.