X0304 4 2012-02-17 0 0001339048 Western Refining, Inc. WNR 0001373429 Smith Mark J C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO TX 79901 0 1 0 0 President-Refining & Marketing Restricted Share Units 2012-02-17 4 A 0 31000 0.00 A Common Stock 31000 60000 D Each restricted share unit represents a contingent right to receive one share of WNR common stock. The restricted share units were issued as compensation for services as a director. The restricted share units vest in three equal annual installments beginning May 15, 2013. Vested shares, or 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. /s/ Mark J. Smith 2012-02-22