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^*

Beyersdorfer Jeffrey S.

(Last)

(First)

(Middle)

C/O WESTERN REFINING LOGISTICS, LP

123 W. MILLS AVENUE, SUITE 200

(Street)

EL PASO

79901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Refining Logistics, LP [ WNRL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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 Unit	03/26/2015		M		3,767⁽¹⁾	A	$0.00	5,267	D
Common Unit	03/26/2015		F		1,132⁽²⁾	D	$29.48	4,135	D

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)
Phantom Unit	⁽³⁾	03/26/2015		M			3,767	⁽⁴⁾	⁽⁴⁾	Common Unit	3,767	$0.00	15,068	D
Phantom Unit	⁽³⁾	03/26/2015		A		882		⁽⁵⁾	⁽⁵⁾	Common Unit	882	$0.00	15,950⁽⁶⁾	D

Explanation of Responses:

1. These common units were issued pursuant to a phantom unit award granted to the reporting person on January 31, 2014 (the "2014 Phantom Unit Award"), settled at the election of the Board of Directors (the "Board") of Western Refining Logistics GP, LLC, the general partner of WNRL, in WNRL common units.

2. These common units were issuable upon vesting of the 2014 Phantom Unit Award but were withheld to satisfy the reporting person's tax obligations.

3. Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in WNRL or, at the election of the Board, or such committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for service as an officer.

4. The 2014 Phantom Unit Award 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. Upon vesting, the units or the cash value thereof will be delivered to the reporting person on or promptly following the vesting date, but not later than the 70th calendar day following the vesting of the phantom units.

5. The phantom units vest ratably over five years on the fourth business day before the end of March 2016, 2017, 2018, 2019 and 2020. The vested common units underlying the phantom units, or the value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than the 70th calendar day following the vesting of the phantom units.

6. This number of derivitive securities includes (a)15,068 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award; (b) 882 phantom units that remain outstanding pursuant to the phantom unit award granted to the reporting person on March 26, 2015.

Remarks:

Senior Vice President, Treasurer, Director of Investor Relations and Assistant Secretary

	/s/ Gary R. Dalke under Power of Attorney	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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