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^*

Barfield Lowry

(Last)

(First)

(Middle)

C/O WESTERN REFINING, INC.

212 N. CLARK ST.

(Street)

EL PASO

79905

(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)
	EVP, Gen Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2017

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	03/28/2017		M		22,898⁽¹⁾	A	$0.00	47,835	D
Common Stock	03/28/2017		F		7,585⁽²⁾	D	$0.00	40,250	D
Common Stock								19,937	I	By TGMD Family LLLP

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	⁽³⁾	03/28/2017		M			22,898	⁽⁴⁾	⁽⁴⁾	Common Stock	22,898	$0.00	56,421⁽⁵⁾	D

Explanation of Responses:

1. 3,949 shares were issued pursuant to a restricted share unit ("RSU") award granted on March 26, 2013 (the "2013 RSU Award"), 1,821 shares were issued pursuant to a RSU award granted on March 26, 2014 (the "2014 RSU Award"), 2,303 shares were issued in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers on March 26, 2015 (the "2014 Annual Performance Award"), 768 shares were issued pursuant to a RSU award granted on March 26, 2015 (the "2015 RSU Award), 9,371 shares were issued in partial settlement of the 2015 Annual Performance Bonus Program for Executive Officers on March 28, 2016 (the "2015 Annual Performance Award"), and 4,686 shares were issued pursuant to a RSU award granted on March 28, 2016 (the "2016 RSU Award"), all of which were settled at the election of the Compensation Committee of WNR's Board of Directors (the "Board") in WNR common stock.

2. These shares of common stock were issuable upon vesting the 2013 RSU Award, the 2014 RSU Award, the 2014 Annual Performance Award, the 2015 RSU Award, the 2015 Annual Performance Award, and the 2016 RSU Award, but were withheld to satisfy the reporting person's tax obligations.

3. Each RSU represents a contingent right to receive one share of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof. The RSUs were issued as compensation for services as an officer.

4. The 2013 RSU Award, 2014 RSU Award, 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 each of the five years following the date of grant. The 2015 Annual Performance Award and the 2016 RSU Award each vests ratably over three years on the fourth business day before the end of March in each of the three years following the date of grant. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, 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.

5. These derivative securities include (a) 3,949 RSUs that remain outstanding pursuant to the 2013 RSU Award; (b) 3,642 RSUs that remain outstanding pursuant to the 2014 RSU Award; (c) 6,908 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; (d) 2,302 RSUs that remain outstanding pursuant to the 2015 RSU Award; (e) 18,742 RSUs that remain outstanding pursuant to the 2015 Annual Performance Award; (f) 9,371 RSUs that remain outstanding pursuant to 2016 RSU Award; and (g) 11,507 RSUs that remain outstanding pursuant to the award granted January 18, 2017.

Remarks:

	/s/ Lowry Barfield	03/30/2017
	** 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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