SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Western Refining Company, L.P.

(Last) (First) (Middle)
6500 TROWBRIDGE DRIVE

(Street)
EL PASO TX 79905

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2013
3. Issuer Name and Ticker or Trading Symbol
Western Refining Logistics, LP [ WNRL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests 6,998,500(1) D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units representing limited partner interests (3) (3) Common Units 6,643,730(1) (3) D(2)
1. Name and Address of Reporting Person*
Western Refining Company, L.P.

(Last) (First) (Middle)
6500 TROWBRIDGE DRIVE

(Street)
EL PASO TX 79905

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Western Refining GP, LLC

(Last) (First) (Middle)
6500 TROWBRIDGE DRIVE

(Street)
EL PASO TX 79905

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 3 is jointly filed by Western Refining Company, L.P. ("WRCLP") and Western Refining GP, LLC ("WRGPLLC"), the general partner of WRCLP. In connection with the closing of the initial public offering of the Issuer, pursuant to that certain Contribution, Conveyance and Assumption Agreement, by and among WRCLP, the Issuer and other parties thereto, WRCLP contributed certain assets to the Issuer and received 6,998,500 common units and 6,643,730 subordinated units, representing an aggregate 29.9% limited partner interest in the Issuer.
2. WRGPLLC, as the general partner of WRCLP, may be deemed to beneficially own the units of the Issuer directly owned by WRCLP's through WRGPLLC's ability to control WRCLP.
3. Each subordinated unit will convert into one common unit representing a limited partner interest in the Issuer at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-190135).
/s/ Lowry Barfield, Senior Vice President - Legal, General Counsel and Secretary of Western Refining GP, LLC, the general partner of Western Refining Company, L.P. 10/18/2013
/s/ Lowry Barfield, Senior Vice President - Legal, General Counsel and Secretary of Western Refining GP, LLC 10/18/2013
** 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 5 (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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