X0306 4 2016-01-11 0 0001325955 Alon USA Energy, Inc. ALJ 0001333575 Morris Jeff D 12700 PARK CENTRAL DR. SUITE 1600 DALLAS TX 75251 1 1 0 0 Executive Director Common Stock 2016-01-11 4 C 0 116347 A 1420306 D Subsidiary Stock Exchange Right 2016-01-11 4 C 0 116347 0.00 D Common Stock, par value $0.01 per share 116347 581740 D On June 20, 2012, Alon Assets, Inc., Alon Operating, Inc. (collectively, the "Subsidiaries"), Alon USA Energy, Inc. (the "Company") and the Reporting Person entered into an agreement whereby the Company agreed to exchange shares of non-voting stock of the Subsidiaries held by the Reporting Person (the "Subsidiary Shares") for up to 2,326,946 shares of the Company's common stock, par value $0.01 per share. The Subsidiary Shares held by the Reporting Person will be exchanged in 12 equal quarterly installments commencing June 29, 2012, and each such exchange shall be made without regard to the then-current market price of the Company's common stock. Under certain circumstances,the Reporting Person may elect to receive cash in lieu of Company common stock for up to 1/3 of the shares. The exchange rights have no expiration date. James A. Ranspot James A. Ranspot, Attorney-in-Fact for Jeff D. Morris 2016-01-13