Equity-Based Compensation

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

15. Equity-Based Compensation

Our General Partner's board of directors adopted the LTIP for the benefit of employees, consultants and non-employee directors of our General Partner and its affiliates. Awards granted under the LTIP vest over a scheduled vesting period and their market value at the date of the grant is amortized over the restricted period on a straight-line basis.

As of December 31, 2016, there were 4,098,368 phantom units reserved for future grants under the LTIP.

The fair value of the phantom units is determined based on the closing price of WNRL common units on the grant date. The estimated fair value of the phantom units is amortized on a straight-line basis over the scheduled vesting periods of individual awards. We incurred unit-based compensation expense of $2.7 million, $2.0 million and $1.6 million for the years ended December 31, 2016, 2015 and 2014, respectively.

The fair value at grant date of non-vested phantom units outstanding as of December 31, 2016, was $7.5 million. The aggregate intrinsic value of such phantom units was $6.1 million. Total unrecognized compensation cost related to our non-vested phantom units totaled $5.6 million as of December 31, 2016, that is expected to be recognized over a weighted-average period of 2.4 years.

A summary of our unit award activity for the three years ended December 31, 2016, is set forth below:



	Number of Phantom Units		Weighted Average Grant Date Fair Value
Not vested at December 31, 2013	10,908		$	22.00
Awards granted	293,810		28.52
Awards vested	(10,908	)	22.00
Awards forfeited	(13,559	)	33.02
Not vested at December 31, 2014	280,251		28.30
Awards granted	72,005		28.33
Awards vested	(60,556	)	28.95
Awards forfeited	(11,913	)	30.78
Not vested at December 31, 2015	279,787		28.06
Awards granted	101,955		22.69
Awards vested	(86,406	)	25.80
Awards forfeited	(10,181	)	31.87
Not vested at December 31, 2016	285,155		26.42

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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