Sec Form 4 Filing - LAMP DAVID L @ Western Refining, Inc. - 2016-06-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LAMP DAVID L 2. Issuer Name and Ticker or Trading Symbol Western Refining, Inc. [ WNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) C/O WESTERN REFINING, INC., 123 WEST MILLS AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2016 (Street) EL PASO, TX79901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 06/23/2016 A 63,801 A 63,801 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Stock ( 2 ) 06/23/2016 A 137,641 ( 3 ) ( 3 ) Common Stock 137,641 $ 0 ( 2 ) 137,641 D Phantom Stock ( 2 ) 06/23/2016 A 57,300 ( 4 ) ( 4 ) Common Stock 57,300 $ 0 ( 2 ) 194,941 D Phantom Stock ( 2 ) 06/23/2016 A 78,250 ( 5 ) ( 5 ) Common Stock 78,250 $ 0 ( 2 ) 273,191 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAMP DAVID L C/O WESTERN REFINING, INC. 123 WEST MILLS AVENUE, SUITE 200 EL PASO, TX79901 President and COO Signatures /s/ David L. Lamp 06/27/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported occurred in connection with the merger of Northern Tier Energy LP ("NTI") with a wholly owned subsidiary of Western Refining, Inc. ("WNR"), effective June 23, 2016 (the "Merger"). On June 23, 2016, the last trading day for NTI common units, the closing price of NTI common units was $21.15 per unit and the closing price of WNR's common stock was $20.25. Each NTI common unit held by the reporting person was converted into the right to receive, at his election but subject to proration, (i) $15.00 in cash without interest and 0.2986 of a share of WNR common stock, (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock. ( 2 )Also in connection with the Merger, each award of time-based NTI phantom units and NTI restricted units held by the reporting person and outstanding and unvested immediately prior to the Merger was cancelled and replaced by a phantom stock award of WNR to be governed by the terms of a phantom stock award agreement and the Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive Plan, as adopted, assumed and amended by WNR in connection with the Merger. Each new phantom stock award represents a contingent right to receive one share of common stock of WNR or, at the election of the Compensation Committee of WNR's board of directors, the cash value thereof. Other than as described above and as adjusted to reflect the Merger, the new phantom stock award will generally be subject to the same terms and conditions as the original NTI awards, including, but not limited to, vesting and payment dates, and the accrual of dividend rights on unvested phantom stock. ( 3 )These shares of phantom stock are scheduled to vest on December 31, 2016. ( 4 )These shares of phantom stock are scheduled to vest ratably on January 18, 2017 (28,650 shares) and January 17, 2018 (28,650 shares). ( 5 )These shares of phantom stock are scheduled to vest ratably on January 18, 2017 (26,083 shares), January 17, 2018 (26,084 shares), and January 16, 2019 (26,083 shares).

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