SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Beyersdorfer Jeffrey S.

(Last)

(First)

(Middle)

C/O WESTERN REFINING, INC.

123 W. MILLS AVENUE, SUITE 200

(Street)

EL PASO

79901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Refining, Inc. [ WNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP - Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/26/2014		M		3,077⁽¹⁾	A	$0.00	47,458	D
Common Stock	03/27/2014		S		949⁽²⁾	D	$38.0135⁽³⁾⁽⁴⁾	46,509	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽⁵⁾	03/26/2014		M			3,077⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	3,077	$0.00	39,391⁽⁷⁾	D
Restricted Share Units	⁽⁵⁾	03/26/2014		A		7,094⁽⁸⁾		⁽⁸⁾⁽⁹⁾	⁽⁹⁾	Common Stock	7,094	$0.00	46,485⁽¹⁰⁾	D

Explanation of Responses:

1. 3,077 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.

2. This sale was made pursuant to an election dated March 26, 2010, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of equity awards.

3. 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.

4. $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.

5. 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.

6. 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.

7. This number of derivative securities includes (a) 15,750 RSUs that remain outstanding pursuant to an award on February 28, 2011; (b) 11,333 RSUs that remain outstanding pursuant to an award on February 17, 2012; and (c) 12,308 shares that remain outstanding pursuant to the 2013 RSU Award.

8. 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).

9. 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.

10. This number of derivative securities includes (a) 15,750 RSUs that remain outstanding pursuant to an award on February 28, 2011; (b) 11,333 RSUs that remain outstanding pursuant to an award on February 17, 2012; (c) 12,308 shares that remain outstanding pursuant to the 2013 RSU Award; and (d) 7,094 shares that remain outstanding pursuant to the 2014 RSU Award.

Remarks:

	/s/ Jeffrey S. Beyersdorfer	03/28/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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