Sec Form 4 Filing - Sanders William D @ Western Refining, Inc. - 2012-08-21

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 Sanders William D 2. Issuer Name and Ticker or Trading Symbol Western Refining, Inc. [ WNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2012 (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 08/21/2012 S 5,806 D $ 27.58 37,859 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 ( 1 ) 08/21/2012 J( 2 ) 8,172 ( 3 ) ( 3 ) Common Stock 8,172 $ 27.58 9,909 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sanders William D C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO, TX79901 X Signatures /s/ William D. Sanders 08/23/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. The restricted share units were issued as compensation for services as a director. ( 2 )The reporting person made an election under the Western Refining, Inc. Non-Employee Director Deferred Compensation Plan (the "Plan") to notionally reinvest the reporting person's notional interest in the Deferred Shares (as defined below) in another investment option under the Plan. ( 3 )6439 restricted share units vested on June 7, 2012, and 1733 restricted share units vested on June 27, 2012, all of which were to be settled, at the election of the Compensation Committee of WNR's Board of Directors, in WNR common stock. Due to a deferral election made by the reporting person under the Plan the vested shares underlying the restricted share units that would have been received upon settlement (the "Deferred Shares") will be delivered to the reporting person on or promptly following the date on which the reporting person ceases to be a director of WNR, or on an earlier date as may be provided under the terms of the Plan. ( 4 )This number of derivative securities includes 2048 restricted share units received by the reporting person on September 27, 2011, which vest on September 25, 2012; 1361 restricted share units received by the reporting person on December 27, 2011, which vest on December 26, 2012; 1426 restricted share units received by the reporting person on March 27, 2012, which vest on March 26, 2013; and 5074 restricted share units received by the reporting person on June 8, 2012, which vest on June 8, 2013; in each case, the settlement of which is subject to a deferral election of the reporting person.

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

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