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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Western Refining Southwest, Inc. (Last) (First) (Middle) 1250 W. WASHINGTON ST., SUITE 101 (Street) TEMPE AZ 85281 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Western Refining Logistics, LP [ WNRL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 09/15/2016
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Units representing limited partner interests	09/15/2016		P(1)		628,224	A	(1)	628,224	I(1)(2)	Through St. Paul Park Refining Co. LLC
Common Units representing limited partner interests								8,579,623	D
TexNew Mex Units								80,000	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Western Refining Southwest, Inc. (Last) (First) (Middle) 1250 W. WASHINGTON ST., SUITE 101 (Street) TEMPE AZ 85281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Giant Industries, Inc. (Last) (First) (Middle) 1250 W. WASHINGTON ST., SUITE 101 (Street) TEMPE AZ 85281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Western Refining, Inc. (Last) (First) (Middle) 123 W. MILLS AVENUE, SUITE 200 (Street) EL PASO TX 79901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Western Acquisition Holdings, LLC (Last) (First) (Middle) C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE, SUITE 200 (Street) EL PASO TX 79901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. This Form 4 is being filed jointly by Western Refining Southwest, Inc. ("WRSW"), Western Acquisition Holdings, LLC ("WAH"), Giant Industries, Inc. ("Giant") and Western Refining, Inc. ("Western"). On September 15, 2016, pursuant to that certain Contribution, Conveyance and Assumption Agreement by and among Western, St. Paul Park Refining Co. LLC ("SPPR"), the Issuer and Western Refining Logistics GP, LLC, the Issuer acquired from SPPR certain storage, terminalling and other logistics assets, in exchange for total consideration of $210 million, comprised of $195 million in cash and 628,224 common units (the "Common Units") representing limited partner interests in the Issuer (the "Acquisition").

2. SPPR is an indirect wholly owned subsidiary of WRSW. WAH owns approximately 61.3% of the outstanding shares of WRSW and is a wholly owned subsidiary of Giant, which is a wholly owned subsidiary of Western. Giant directly owns approximately 38.7% of the outstanding shares of WRSW. As a result of the Acquisition, WRSW, WAH, Giant and Western may be deemed to beneficially own the Common Units of the Issuer directly owned by SPPR, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Remarks:

WRSW has the right to appoint all of the directors of the Board of Directors of Western Refining Logistics GP, LLC, the general partner of the Issuer. WAH has a controlling interest in WRSW and WAH is a wholly owned subsidiary of Giant, which is an indirect wholly owned subsidiary of Western. Therefore, each of WAH, Giant, Western and WRSW may be deemed a director by deputization.

	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Refining Southwest, Inc.	09/16/2016
	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Acquisition Holdings, LLC	09/16/2016
	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Giant Industries, Inc.	09/16/2016
	/s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Refining, Inc.	09/16/2016
	** 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.