Sec Form 4 Filing - Smith Mark J @ Western Refining, Inc. - 2015-03-26

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 Smith Mark J 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-Refining & Marketing (Last) (First) (Middle) C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2015 (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 03/26/2015 M 8,254 ( 1 ) A $ 0 8,254 D Common Stock 03/27/2015 S 2,820 ( 2 ) D $ 47.9351 ( 3 ) ( 4 ) 5,434 D Common Stock 33,999 I By Mark J. Smith & Brenda J. Smith Living Trust dated 05/09/2014

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 Restricted Share Units ( 5 ) 03/26/2015 M 8,254 ( 6 ) ( 6 ) Common Stock 8,254 $ 0 50,399 ( 7 ) D Restricted Share Units ( 5 ) 03/26/2015 A 21,956 ( 8 ) ( 9 ) ( 9 ) Common Stock 21,956 $ 0 72,355 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Mark J C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO, TX79901 President-Refining & Marketing Signatures /s/ Mark J. Smith 03/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )5,649 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2013 (the "2013 RSU Award"), and 2,605 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014 (the "2014 RSU Award"), both of which were settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock. ( 2 )This sale was made pursuant to an election dated May 14, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of equity awards. ( 3 )The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 4 )$47.9351 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $47.5800 per share and $48.3100 per share. ( 5 )Each RSU represents a contingent right to receive one share of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the cash value thereof. The RSUs were awarded as compensation for service as an officer. ( 6 )The 2013 RSU Award and 2014 RSU Award each 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. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the cash 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. ( 7 )This number of derivative securities includes (a) 2,369 RSUs that remain outstanding pursuant to an award granted to the reporting person on February 28, 2011 (the "2011 RSU Award"); (b) 20,666 RSUs that remain outstanding pursuant to an award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"); (c) 16,945 RSUs that remain outstanding pursuant to the 2013 RSU Award; and (d) 10,419 RSUs that remain outstanding pursuant to the 2014 RSU Award. ( 8 )16,467 RSUs were awarded in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers (the "2014 Annual Performance Award") and 5,489 RSUs were awarded pursuant to an RSU award (the "2015 RSU Award"). These RSUs were awarded to the reporting person as compensation for services as an officer. ( 9 )The 2014 Annual Performance Award and the 2015 RSU Award each vests ratably on the fourth business day before the end of March in 2016, 2017, 2018, 2019 and 2020. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, 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. ( 10 )This number of derivative securities includes (a) 2,369 RSUs that remain outstanding pursuant to the 2011 RSU Award; (b) 20,666 RSUs that remain outstanding pursuant to the 2012 RSU Award; (c) 16,945 RSUs that remain outstanding pursuant to the 2013 RSU Award; (d) 10,420 RSUs that remain outstanding pursuant to the 2014 RSU Award; (e) 16,467 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; and (f) 5,489 RSUs that remain outstanding pursuant to the 2015 RSU Award.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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