Sec Form 4 Filing - Smith Mark J @ Western Refining, Inc. - 2014-03-26

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) 03/26/2014 (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 03/26/2014 M 5,649 ( 1 ) A $ 0 99,584 D Common Stock 03/27/2014 S 1,881 ( 2 ) D $ 38.0135 ( 3 ) ( 4 ) 97,703 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 ( 5 ) 03/26/2014 M 5,649 ( 1 ) ( 6 ) ( 6 ) Common Stock 5,649 $ 0 57,505 ( 7 ) D Restricted Share Units ( 5 ) 03/26/2014 A 13,024 ( 8 ) ( 8 )( 9 ) ( 9 ) Common Stock 13,024 $ 0 70,529 ( 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 03/28/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )5,649 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on March 26, 2013, (the "2013 RSU Award"), 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 November 13, 2009, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of restricted stock units. ( 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 )$38.0135 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $38.0000 per share and $38.1000 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. ( 6 )The 2013 RSU Award 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) 9,666 RSUs that remain outstanding pursuant to an award on February 28, 2011; (b) 25,245 RSUs that remain outstanding pursuant to an award on February 17, 2012; and (c) 22,594 RSUs that remain outstanding pursuant to the 2013 RSU Award. ( 8 )These RSUs were awarded in settlement of the 2013 Annual Performance Plan for Executive Officers as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the "2014 RSU Award). ( 9 )The 2014 RSU Award vests ratably on the fourth business day before the end of March 2015, 2016, 2017, 2018 and 2019. 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. ( 10 )This number of derivative securities includes (a) 9,666 RSUs that remain outstanding pursuant to an award on February 28, 2011; (b) 25,245 RSUs that remain outstanding pursuant to an award on February 17, 2012; (c) 22,594 RSUs that remain outstanding pursuant to the 2013 RSU Award; and (d) 13,024 RSUs that remain outstanding pursuant to the 2014 RSU Award.

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).

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