Sec Form 4 Filing - DALKE GARY R @ Western Refining, Inc. - 2012-06-13

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) 06/13/2012 (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 06/13/2012 M 22,667 ( 1 ) A $ 0 180,208 D Common Stock 06/15/2012 S 8,807 D $ 20.4789 ( 2 ) ( 3 ) ( 4 ) 171,401 D Common Stock 06/15/2012 S 10,000 D $ 21 ( 5 ) 161,401 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 ( 6 ) 06/13/2012 M 22,667 ( 7 ) ( 7 ) Common Stock 22,667 $ 0 70,333 ( 8 ) 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 06/15/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were issued pursuant to a restricted share unit award granted to the reporting person on February 28, 2011 (the "2011 RSU Award") settled, at the election of the Compensation Committee of WNR's Board of Directors, in WNR common stock. ( 2 )Proceeds from this sale were used primarily for the payment of income taxes incurred by the reporting person in connection with the settlement of the 2011 RSU Award in WNR common stock. ( 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 )$20.4789 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $20.43 per share and $20.53 per share. ( 5 )These trades were conducted pursuant to a 10b5-1 plan. ( 6 )Each restricted share unit 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. ( 7 )The 2011 RSU Award is subject to vesting in three equal installments on May 15 of 2012, 2013 and 2014. Upon vesting, the shares or the value thereof, will be delivered to the reporting person on or promptly following the vesting date, but not later than December 31 of the year in which such vesting date occurs. ( 8 )This number of derivative securities includes 45,333 restricted share units that remain outstanding pursuant to the 2011 RSU Award, as well as an additional 25,000 restricted share units received by the reporting person on February 17, 2012 (the "2012 RSU Award"). The 25,000 restricted share units received pursuant to the 2012 RSU Award vest in three equal installments on May 15 of 2013, 2014, and 2015.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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