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^*

WEAVER SCOTT D

(Last)

(First)

(Middle)

C/O WESTERN REFINING, INC.

123 W. MILLS AVENUE, SUITE 200

(Street)

EL PASO

79901

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Asst. Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2012

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	08/07/2012		S		105,941	D	$26.0218⁽¹⁾⁽²⁾	1,500,000	D
Common Stock								3,927	I	by WRC Refining Company

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)
5.75% Convertible Senior Notes due 2014	⁽³⁾	08/07/2012		S			725,000⁽⁴⁾	⁽⁵⁾	06/15/2014	Common Stock	67,130⁽⁵⁾⁽⁶⁾	⁽⁷⁾	0	D

Explanation of Responses:

1. $26.0218 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $26.0000 per share and $26.2050 per share.

2. 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.

3. 92.5926 shares of Common Stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $10.80 per share); subject to adjustment for certain anti-dilution events.

4. Aggregate principal amount of notes.

5. Notes are only convertible upon the occurence of certain events (as described in the Company's Prospectus Supplement relating to the notes dated June 4, 2009).

6. Assuming full physical settlement of the notes.

7. These notes were sold at $2,492.50 per $1,000 principal amount in an open market transaction. The reporting person also received $6,368.92 in interest.

Remarks:

	/s/ Scott D. Weaver	08/09/2012
	** 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.
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