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Filing Details

Accession Number:: 0001209191-15-030309
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-03-30 21:25:30
Reporting Period:: 2015-03-26

Filing Date:: 2015-03-30
Accepted Time:: 2015-03-30 21:25:30
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
1349214	A Jeff Stevens	C/O Western Refining, Inc. 123 W. Mills Avenue, Suite 200 El Paso TX 79901	President & Ceo	Yes	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	19,863	$0.00	3,290,649	No	4	M	Direct
Common Stock	Disposition	2015-03-27	9,597	$47.94	3,281,052	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	19,863	$0.00	19,863	$0.00
Common Stock	Restricted Share Units	Acquisiton	2015-03-26	60,245	$0.00	60,245	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
134,608			No	4	M	Direct
194,853			No	4	A	Direct

Footnotes

10,333 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on March 26, 2013 (the "2013 RSU Award") and 9,530 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014 (the "2014 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 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. These RSUs were awarded to the reporting person as compensation for services 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) 26,492 RSUs that remain outstanding pursuant to an award granted to the reporting person on February 28, 2011 (the "2011 RSU Award"); (b) 39,000 RSUs that remain outstanding pursuant to an award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"); (c) 30,999 RSUs that remain outstanding pursuant to the 2013 RSU Award; and (d) 38,117 RSUs that remain outstanding pursuant to the 2014 RSU Award.
29,947 RSUs were awarded in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers (the "2014 Annual Performance Award") and 30,298 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 2015 RSU Award each vests ratably over five years 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 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) 26,492 RSUs that remain outstanding pursuant to the 2011 RSU Award; (b) 39,000 RSUs that remain outstanding pursuant to the 2012 RSU Award; (c) 30,999 RSUs that remain outstanding pursuant to the 2013 RSU Award; (d) 38,117 RSUs that remain outstanding pursuant to the 2014 RSU Award; (e) 29,947 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; and (f) 30,298 RSUs that remain outstanding pursuant to the 2015 RSU Award.