Sec Form 4 Filing - Barfield Lowry @ Western Refining, Inc. - 2014-05-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Barfield Lowry 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) Sr. VP Legal Gen Counsel & Sec (Last) (First) (Middle) C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2014 (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 05/15/2014 M 13,999 ( 1 ) A $ 0 13,999 D Common Stock 05/16/2014 S 6,582 ( 2 ) D $ 39.643 ( 3 ) ( 4 ) 7,417 D Common Stock 69,939 I By TGMD Family LLLP

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 ) 05/15/2014 M 13,999 ( 1 ) ( 6 ) ( 6 ) Common Stock 13,999 $ 0 32,236 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Barfield Lowry C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO, TX79901 Sr. VP Legal Gen Counsel & Sec Signatures /s/ Lowry Barfield 05/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )6,666 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on February 28, 2011, (the "2011 RSU Award"), and 7,333 shares were issued pursuant to an RSU award granted to the reporting person on February 17, 2012, (the "2012 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 May 13, 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 )$39.6430 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $39.5700 per share and $39.7500 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 2011 RSU Award and the 2012 RSU Award vest ratably over three years on May 15 of each of the three years following the date of grant. Upon vesting, the shares or the cash 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. ( 7 )This number of derivative securities includes: (a) 7,333 RSUs that remain outstanding pursuant to the 2012 RSU Award; (b) 15,797 RSUs that remain outstanding pursuant to an RSU award granted to the reporting person on March 26, 2013, and; (c) 9,106 RSUs that remain outstanding pursuant to an RSU award granted to the reporting person on March 26, 2014.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.