14. Equity

We had 28,866,477 common units held by the public outstanding as of December 31, 2016. Western owns 9,207,847 common units and 22,811,000 of our subordinated units constituting a total ownership interest of 52.6%.

During the years ended December 31, 2016 and 2015, 62,216 and 43,353 common units, respectively, were issued upon the vesting of phantom units under the Western Refining Logistics, LP 2013 Long-Term Incentive Plan (the "LTIP"). All phantom units are granted under the LTIP.

WNRL issued 628,224 common units to Western in connection with the St. Paul Park Logistics Transaction, 421,031 common units and 80,000 TexNew Mex Units to Western in connection with the TexNew Mex Pipeline Acquisition and 1,160,092 common units to Western in connection with the Wholesale Acquisition. See Note 3, Acquisitions, for further information.

On September 7, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 7,500,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on September 13, 2016. We also granted the underwriter an option to purchase additional common units on the same terms which was exercised in full and closed on September 30, 2016, for 1,125,000 additional common units.

On May 16, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 3,750,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on May 20, 2016. We also granted the underwriters an option to purchase up to 562,500 additional common units on the same terms, which was exercised in full and closed on June 1, 2016.

In accordance with our partnership agreement, Western's subordinated units will convert to common units once we meet specified distribution targets and successfully complete other tests set forth in our Second A&R Partnership Agreement. On the first business day following the March 1, 2017 payment of the cash distribution attributable to the fourth quarter of 2016, the requirements for the conversion of all subordinated units into common units will be satisfied under the partnership agreement. As a result, the 22,811,000 subordinated units held by Western will convert into common units on a one-for-one basis and thereafter participate on terms equal with all other common units in distributions of available cash. The conversion of the subordinated units will not impact the amount of cash distributions paid by us or the total number of outstanding units.

Issuance of TexNew Mex Units

The Second A&R Partnership Agreement sets forth the rights, preferences and obligations of the TexNew Mex Units. The TexNew Mex Units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex Pipeline above the 13,000 bpd contemplated by the commitment in the Amendment to Pipeline Agreement. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount. The TexNew Mex Unit distributions are preferential to all other unit holder distributions. During the year ended December 31, 2015, we declared distributions to TexNew Mex unitholders in the amount of $0.3 million. We made no distributions in 2016 or prior to 2015.

Holders of TexNew Mex Units will generally not have voting rights, except for limited voting rights related to amendments to the rights of holders of the TexNew Mex Units, the issuance of additional TexNew Mex Units or partnership securities with distribution rights senior to or on a parity with the TexNew Mex Units, the sale of any material portion of the TexNew Mex Pipeline, and the reservation by the Partnership of any distribution amounts to which the holders of TexNew Mex Units would otherwise be entitled.

The TexNew Mex Units are perpetual and have no rights of redemption or of conversion. No holder of any TexNew Mex Unit may transfer any or all of the TexNew Mex Units held by such holder without the prior written approval of the General Partner, unless the transfer either is to an affiliate of the holder or is to any person who is, or will be substantially concurrently with the completion of the transfer, an affiliate of the General Partner.

Issuance of Additional Interests

Our partnership agreement authorizes us to issue additional partnership interests for consideration and on the terms and conditions determined by our General Partner without the approval of the unitholders. We may fund future acquisitions through the issuance of additional common units, subordinated units or other partnership interests. Holders of any additional common units we issue will be entitled to share proportionally in accordance with their respective percentage interests with the then-existing common unitholders in our distributions of available cash. See Note 15, Equity-Based Compensation, for further information.

Allocations of Net Income

The Second A&R Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders and the General Partner. For purposes of maintaining partner capital accounts, the Second A&R Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive distribution right payments allocated 100% to the General Partner.

Percentage Allocations of Available Cash from Operating Surplus

The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our General Partner (as the holder of our incentive distribution rights) based on the specified target distribution levels, subject to the preferential distribution rights of holders of the TexNew Mex Units. The amounts set forth under the column heading "Marginal Percentage Interest in Distributions" are the percentage interests of our General Partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column "Total Quarterly Distribution per Unit Target Amount". The percentage interests shown for our unitholders and our General Partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume our General Partner has not transferred its incentive distribution rights and there are no arrearages on common units.



	Total Quarterly Distribution per Unit Target Amount	Marginal Percentage Interest in Distributions
	Total Quarterly Distribution per Unit Target Amount	Unitholders		General Partner
Minimum Quarterly Distribution	$0.2875	100.0	%	—
First Target Distribution	above $0.2875 up to $0.3306	100.0	%	—
Second Target Distribution	above $0.3306 up to $0.3594	85.0	%	15.0	%
Third Target Distribution	above $0.3594 up to $0.4313	75.0	%	25.0	%
Thereafter	above $0.4313	50.0	%	50.0	%

Our partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive. We declare distributions subsequent to quarter end. The table below summarizes our 2016 quarterly distribution declarations, payments and scheduled payments through December 31, 2016:



Declaration Date	Record Date	Payment Date	Distribution per Common and Subordinated Unit
February 1	February 11	February 26	$	0.3925
April 25	May 13	May 27	0.4025
July 26	August 12	August 26	0.4125
October 24	November 7	November 23	0.4225
Total			$	1.6300

On January 31, 2017, our general partner's board of directors declared a quarterly cash distribution of $0.4375 per unit for the fourth quarter of 2016. We will pay the distribution on March 1, 2017 to all unitholders of record on February 13, 2017.

During 2016, we declared and paid distributions that were in excess of the target distribution amounts set forth in our partnership agreement, resulting in distributions to our General Partner as the holder of incentive distribution rights. The total quarterly cash distributions made to general and limited partners for the years ended December 31, 2016, 2015 and 2014, respectively, was as follows:



	Year Ended
	December 31, 2016		December 31, 2015		December 31, 2014
	(In thousands, except per unit data)
TexNew Mex Unit distributions:
TexNew Mex Unit distributions	$	310	$	—	$	—
Total TexNew Mex Unit distributions	$	310	$	—	$	—

General Partners' distributions:
General Partner's incentive distribution rights	$	4,447	$	1,085	$	—
Total General Partner's distributions	$	4,447	$	1,085	$	—

Limited partners' distributions:
Common	$	47,453	$	34,436	$	26,902
Subordinated	37,182		32,563		26,534
Total limited partners' distributions	84,635		66,999		53,436
Total cash distributions	$	89,392	$	68,084	$	53,436

Cash distributions per limited partner unit	$	1.6300	$	1.4275	$	1.1632

We currently have an effective universal shelf Registration Statement on Form S-3 that provides for the registration and sale of up to $1 billion of equity or debt securities of us and certain of our subsidiaries. We may over time, and subject to market conditions, in one or more offerings, offer and sell any combination of the securities described in the prospectus. During the second and third quarter of 2016, we completed equity offerings pursuant to the shelf registration statement and resulted in reduced availability. The current availability under our shelf Registration Statement on Form S-3 is $713.8 million.