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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Western Refining, Inc. [ WNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/25/2014 | M | 4,704(1) | A | $0.00 | 81,050 | D | |||
Common Stock | 2,140 | I | By Mitchell F. Barth 1997 Trust | |||||||
Common Stock | 2,140 | I | By Leslye D. Barth 1997 Trust | |||||||
Common Stock | 2,140 | I | By Melysa A. Barth 1997 Trust | |||||||
Common Stock | 2,000 | I | By Barton Rhea Bowers Trust | |||||||
Common Stock | 2,000 | I | By Brian Russel Bowers Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | (2) | 06/25/2014 | M | 4,704 | (3) | (3) | Common Stock | 4,704 | $0.00 | 21,103(4) | D | ||||
Restricted Share Units | (2) | 06/25/2014 | A | 3,901 | (5) | (5) | Common Stock | 3,901 | $0.00 | 25,004(6) | D |
Explanation of Responses: |
1. These shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on June 4, 2013, (the "2013 RSU Award"), settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock. |
2. 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 issued as compensation for services as a director. |
3. The 2013 RSU Award vested on June 25, 2014, and at the election of the Compensation Committee of WNR's Board of Directors, was settled in WNR common stock. |
4. This number of derivative securities, awarded as compensation for services as a director, have vested, each of which are subject to a deferral election made by the reporting person. Vested shares underlying such RSUs, or the value thereof, will be delivered to the reporting person on or promptly following the date on which the reporting person ceases to be a director of WNR, or on an earlier date as may be provided under the terms of the deferral. |
5. The RSUs are scheduled to vest on June 25, 2015. Due to a deferral made by the reporting person, the vested shares underlying the RSUs, or the value thereof, will be delivered to the reporting person on or promptly following the date on which the reporting person ceases to be a director of WNR, or on an earlier date as may be provided under the terms of the deferral. |
6. This number of derivative securities, awarded as compensation for services as a director, includes (a) 3,901 shares which are scheduled to vest on June 25, 2015, and (b) 21,103 RSUs which have vested, each of which are subject to a deferral election made by the reporting person. Vested shares underlying such RSUs, or the value thereof, will be delivered to the reporting person on or promptly following the date on which the reporting person ceases to be a director of WNR, or on an earlier date as may be provided under the terms of the deferral. |
Remarks: |
/s/ Carin M. Barth | 06/27/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |