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