0001209191-14-023808.txt : 20140328 0001209191-14-023808.hdr.sgml : 20140328 20140328194558 ACCESSION NUMBER: 0001209191-14-023808 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140326 FILED AS OF DATE: 20140328 DATE AS OF CHANGE: 20140328 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Refining, Inc. CENTRAL INDEX KEY: 0001339048 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 203472415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 BUSINESS PHONE: (915) 775-3488 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Mark J CENTRAL INDEX KEY: 0001373429 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32721 FILM NUMBER: 14727424 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-03-26 0 0001339048 Western Refining, Inc. WNR 0001373429 Smith Mark J C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO TX 79901 0 1 0 0 President-Refining & Marketing Common Stock 2014-03-26 4 M 0 5649 0.00 A 99584 D Common Stock 2014-03-27 4 S 0 1881 38.0135 D 97703 D Restricted Share Units 2014-03-26 4 M 0 5649 0.00 D Common Stock 5649 57505 D Restricted Share Units 2014-03-26 4 A 0 13024 0.00 A Common Stock 13024 70529 D 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. /s/ Mark J. Smith 2014-03-28