0001209191-15-030309.txt : 20150330 0001209191-15-030309.hdr.sgml : 20150330 20150330212530 ACCESSION NUMBER: 0001209191-15-030309 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150326 FILED AS OF DATE: 20150330 DATE AS OF CHANGE: 20150330 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: Stevens Jeff A CENTRAL INDEX KEY: 0001349214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32721 FILM NUMBER: 15736239 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-03-26 0 0001339048 Western Refining, Inc. WNR 0001349214 Stevens Jeff A C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO TX 79901 1 1 0 0 President & CEO Common Stock 2015-03-26 4 M 0 19863 0.00 A 3290649 D Common Stock 2015-03-27 4 S 0 9597 47.9351 D 3281052 D Restricted Share Units 2015-03-26 4 M 0 19863 0.00 D Common Stock 19863 134608 D Restricted Share Units 2015-03-26 4 A 0 60245 0.00 A Common Stock 60245 194853 D 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. /s/ Jeff A. Stevens 2015-03-30