Sec Form 4 Filing - DALKE GARY R @ Western Refining, Inc. - 2016-03-28

Insider filing report for Changes in Beneficial Ownership
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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
DALKE GARY R
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)
Chief Financial Officer
(Last) (First) (Middle)
C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/28/2016
(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 03/28/2016 M 9,922 ( 1 ) A $ 0 38,787 D
Common Stock 03/28/2016 F 3,136 ( 2 ) D $ 0 35,651 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
Restricted Share Units ( 3 ) 03/28/2016 M 9,922 ( 4 ) ( 4 ) Common Stock 9,922 $ 0 28,771 D
Restricted Share Units ( 3 ) 03/28/2016 A 47,319 ( 5 ) ( 6 ) ( 6 ) Common Stock 47,319 $ 0 76,090 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DALKE GARY R
C/O WESTERN REFINING, INC.
123 W. MILLS AVENUE, SUITE 200
EL PASO, TX79901
Chief Financial Officer
Signatures
/s/ Gary R. Dalke 03/30/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )4,432 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on March 26, 2013, (the "2013 RSU Award"), 2,044 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014, (the "2014 RSU Award"), 2,584 shares were issued in partial settlement of the the 2014 Annual Performance Bonus Program for Executive Officers granted on March 26, 2015, (the "2014 Annual Performance Award"), and 862 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2015, (the "2015 RSU Award), all of which were settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock.
( 2 )These shares of common stock were issuable upon vesting the 2013 RSU Award, the 2014 RSU Award, the 2014 Annual Performance Award, and the 2015 RSU Award, but were withheld to satisfy the reporting person's tax obligations.
( 3 )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 issued as compensation for services as an officer.
( 4 )The 2013 RSU Award, 2014 RSU Award, 2014 Annual Performance Award and 2015 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 the Board, 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.
( 5 )31,546 RSUs were awarded in settlement of the 2015 Annual Performance Bonus Program for Executive Officers (the "2015 Annual Performance Award") and 15,773 RSUs were awarded pursuant to an RSU Award (the "2016 Award"). These RSUs were awarded to the reporting person as compensation for services as an officer.
( 6 )The 2015 Annual Performance Award and the 2016 RSU Award each vests ratably on the fourth business day before the end of March in 2017, 2018 and 2019. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, 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) 8,862 RSUs that remain outstanding pursuant to the 2013 RSU Award; (b) 6,130 RSUs that remain outstanding pursuant to the 2014 RSU award; (c) 10,335 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; (d) 3,444 RSUs that remain outstanding pursuant to the 2015 RSU Award; (e) 31,546 RSUs that remain outstanding pursuant to the 2015 Annual Performance Award; and (f) 15,773 RSUs that remain outstanding pursuant to the 2016 RSU Award.

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