0001209191-15-030301.txt : 20150330
0001209191-15-030301.hdr.sgml : 20150330
20150330210236
ACCESSION NUMBER: 0001209191-15-030301
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150326
FILED AS OF DATE: 20150330
DATE AS OF CHANGE: 20150330
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Western Refining, Inc.
CENTRAL INDEX KEY: 0001339048
STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911]
IRS NUMBER: 203472415
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6500 TROWBRIDGE DRIVE
CITY: EL PASO
STATE: TX
ZIP: 79905
BUSINESS PHONE: (915) 775-3488
MAIL ADDRESS:
STREET 1: 6500 TROWBRIDGE DRIVE
CITY: EL PASO
STATE: TX
ZIP: 79905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Beyersdorfer Jeffrey S.
CENTRAL INDEX KEY: 0001481075
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32721
FILM NUMBER: 15736205
MAIL ADDRESS:
STREET 1: 123 W. MILLS AVENUE, SUITE 200
CITY: EL PASO
STATE: TX
ZIP: 79901
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-03-26
0
0001339048
Western Refining, Inc.
WNR
0001481075
Beyersdorfer Jeffrey S.
C/O WESTERN REFINING, INC.
123 W. MILLS AVENUE, SUITE 200
EL PASO
TX
79901
0
1
0
0
Sr. VP - Treasurer & Ast. Sec.
Common Stock
2015-03-26
4
M
0
4496
0.00
A
54267
D
Common Stock
2015-03-27
4
S
0
1388
47.9351
D
52879
D
Restricted Share Units
2015-03-26
4
M
0
4496
0.00
D
Common Stock
4496
23982
D
Restricted Share Units
2015-03-26
4
A
0
10465
0.00
A
Common Stock
10465
34447
D
3,077 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2013 (the "2013 RSU Award"), and 1,419 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.
This sale was made pursuant to an election dated May 15, 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.
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.
$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.
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.
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.
This number of derivative securities includes (a) 9,076 RSUs that remain outstanding pursuant to an RSU award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"); (b) 9,231 RSUs that remain outstanding pursuant to the 2013 RSU Award; and (c) 5,675 RSUs that remain outstanding pursuant to the 2014 RSU Award.
8,970 RSUs were awarded in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers (the "2014 Annual Performance Award") and 1,495 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.
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.
This number of derivative securities includes (a) 9,076 RSUs that remain outstanding pursuant to the 2012 RSU Award; (b) 9,231 RSUs that remain outstanding pursuant to the 2013 RSU Award; (c) 5,675 RSUs that remain outstanding pursuant to the 2014 RSU Award; (d) 8,970 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; and (e) 1,495 RSUs that remain outstanding pursuant to the 2015 RSU Award.
/s/ Gary R. Dalke under POA
2015-03-30
EX-24.4_573794
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned, director or officer, or both,
of Western Refining, Inc. or its subsidiaries or affiliates (the "Company")
hereby constitutes and appoints each of Scott D. Weaver, Gary R. Dalke, Lowry
Barfield, William R. Jewell and Bianca A. Stoll, singly and not jointly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4, and 5 and Schedules
13D and 13G (including any amendments thereto) in accordance with the Securities
Exchange Act of 1934, as amended, and the rules thereunder and Forms 144
(including any amendments thereto) under the Securities Act of 1933, as amended,
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
Schedule 13D or 13G and Form 144 (including amendments thereto) and timely file
such form or schedule with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in- fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with the Securities Exchange Act of 1934, as amended, or the Securities Act of
1933. The undersigned agrees that the attorneys-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorneys-in-fact. The undersigned also agrees to indemnify
and hold harmless the Company and the attorneys-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness in the delivery of information by or at the direction of the
undersigned, to the attorneys-in-fact for purposes of executing, acknowledging,
delivering or filing a Form 3, 4 or 5, Form 144, or Schedule 13D or 13G
(including amendments thereto) and agrees to reimburse the Company and the
attorneys-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5, Forms 144 and
Schedules 13D and 13G (including any amendments thereto) with respect to the
undersigned's holdings and transactions in securities of the Company unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney does not revoke any other
power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of August, 2014.
/s/ Jeffrey S. Beyersdorfer
Jeffrey S. Beyersdorfer