X0306 4 2016-06-23 0 0001339048 Western Refining, Inc. WNR 0001349213 Foster Paul L C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO TX 79901 1 1 1 0 EXECUTIVE CHAIRMAN Common Stock 2016-06-23 4 A 0 2593 0.00 A 3433212 D Common Stock 2016-06-23 4 A 0 1254 0.00 A 3434466 D Common Stock 16129581 I By Franklin Mountain Investments Limited Partnership The transaction reported occurred in connection with the merger of Northern Tier Energy LP ("NTI") with a wholly owned subsidiary of Western Refining, Inc. ("WNR"), effective June 23, 2016. On June 23, 2016, the last trading day for NTI common units, the closing price of NTI common units was $21.15 per unit and the closing price of WNR's common stock was $20.25. Each NTI common unit held by the reporting person (except for the vested NTI phantom units discussed in Note 2, which received the Mixed Consideration) was converted into the right to receive, at his election but subject to proration, (i) $15.00 in cash without interest and 0.2986 of a share of WNR common stock ("Mixed Consideration"), (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock. The reporting person received $15.00 in cash without interest and 0.2986 of a share of WNR common stock for each time-based NTI phantom unit held that vested immediately prior to the effective time of the Merger. The reporting person held 4,202 time-based NTI phantom units immediately prior to the effective time of the merger. /s/ Paul L. Foster 2016-06-27