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^*

Barfield Lowry

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP Legal Gen Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2015

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	03/26/2015		M		5,772⁽¹⁾	A	$0.00	13,189	D
Common Stock	03/27/2015		S		1,924⁽²⁾	D	$47.9351⁽³⁾⁽⁴⁾	11,265	D
Common Stock								39,937	I	By TGMD Family LLLP

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)
Restricted Share Units	⁽⁵⁾	03/26/2015		M			5,772	⁽⁶⁾	⁽⁶⁾	Common Stock	5,772	$0.00	26,464⁽⁷⁾	D
Restricted Share Units	⁽⁵⁾	03/26/2015		A		15,352⁽⁸⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	15,352	$0.00	41,816⁽¹⁰⁾	D

Explanation of Responses:

1. 3,950 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on March 26, 2013 (the "2013 RSU Award"), and 1,822 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014 (the "2014 RSU Award"), both of which were settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock.

2. This sale was made pursuant to an election dated May 13, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of equity awards.

3. 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.

4. $47.9351 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $47.5800 per share and $48.3100 per share.

5. Each RSU represents a contingent right to receive one share of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the cash value thereof. The RSUs were awarded as compensation for service as an officer.

6. The 2013 RSU Award and 2014 RSU Award each vests ratably over five years on the fourth business day before the end of March in each of the five years following the date of grant. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than December 31 of the year in which such vesting date occurs.

7. This number of derivative securities includes (a) 7,333 RSUs that remain outstanding pursuant to an RSU award granted to the reporting person on February 17, 2012, (the "2012 RSU Award"); (b) 11,847 RSUs that remain outstanding pursuant to the 2013 RSU Award; (c) 7,284 RSUs that remain outstanding pursuant to the 2014 RSU Award.

8. 11,514 RSUs were awarded in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers (the "2014 Annual Performance Award") and 3,838 RSUs were awarded pursuant to an RSU award (the "2015 RSU Award"). These RSUs were awarded to the reporting person as compensation for services as an officer.

9. The 2014 Annual Performance Award and the 2015 RSU Award each vests ratably on the fourth business day before the end of March in 2016, 2017, 2018, 2019 and 2020. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than December 31 of the year in which such vesting date occurs.

10. This number of derivative securities includes (a) 7,333 RSUs that remain outstanding pursuant to the 2012 RSU Award; (b) 11,847 RSUs that remain outstanding pursuant to the 2013 RSU Award; (c) 7,284 RSUs that remain outstanding pursuant to the 2014 RSU Award; (d) 11,514 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; and (e) 3,838 RSUs that remain outstanding pursuant to the 2015 RSU Award.

Remarks:

	/s/ Lowry Barfield	03/30/2015
	** 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).
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