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) 03/26/2013 | ||||||||||||||||||||||||||
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 | 03/26/2013 | M | 1,426 | A | $0.00(1) | 300,603 | D | |||
Common Stock | 120,000 | I | By spouse | |||||||
Common Stock | 150,000 | I | By Linda C. Schmidt 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) | 03/26/2013 | M | 1,426 | (3) | (3) | Common Stock | 1,426 | $0.00 | 17,218(4) | D |
Explanation of Responses: |
1. These shares issued pursuant to a restricted share unit award granted to the reporting person on March 27, 2012 (the "2012 RSU Award") as compensation for services as a director settled, at the election of the Compensation Committee of WNR's Board of Directors, in WNR common stock. |
2. Each restricted share unit represents a contingent right to receive one share of WNR common stock or, at WNR's election, the cash value thereof. The restricted share units were issued as compensation for services as a director. |
3. The 2012 RSU Award was settled, at the election of the Compensation Committee of WNR's Board of Directors, in WNR common stock on March 26, 2013. |
4. This number includes (a) 6,439 restricted share units (RSUs) received on June 7, 2011, (b) 1,733 RSUs received on June 27, 2011, (c) 2,352 RSUs received on September 27, 2011, and (d) 1,620 RSUs received on December 27, 2011, each of which was awarded as compensation for services as a director, and each of which vested one year following the date received, the settlement of which is subject to a deferral election of the reporting person. This number also includes 5,074 RSUs received on June 8, 2012, which vest on June 8, 2013, and are not subject to a deferral election. |
Remarks: |
/s/ Ralph A. Schmidt | 03/28/2013 | |
** 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. |