Sec Form 4 Filing - Jewell William R @ Western Refining, Inc. - 2015-03-26

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 Jewell William 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 Accounting Officer (Last) (First) (Middle) C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2015 (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 03/26/2015 M 3,775 ( 1 ) A $ 0 89,807 D Common Stock 03/27/2015 S 1,322 ( 2 ) D $ 49.0073 ( 3 ) ( 4 ) 88,485 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 ) 03/26/2015 M 3,775 ( 6 ) ( 6 ) Common Stock 3,775 $ 0 16,846 ( 7 ) D Restricted Share Units ( 5 ) 03/26/2015 A 10,041 ( 8 ) ( 9 ) ( 9 ) Common Stock 10,041 $ 0 26,887 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jewell William R C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO, TX79901 Chief Accounting Officer Signatures /s/ William R. Jewell 03/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )2,583 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on March 26, 2013 (the "2013 RSU Award"), and 1,192 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014 (the "2014 RSU Award"), both of which were settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock. ( 2 )These trades were conducted pursuant to a 10b5-1 plan entered into by the reporting person on May 23, 2014, primarily for the payment of income taxes required to be paid to the Internal Revenue Service associated with 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 )$49.0073 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $48.8300 per share and $49.1000 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. The RSUs were awarded as compensation for service as an officer. ( 6 )The 2013 RSU Award and 2014 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 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) 4,333 RSUs that remain outstanding pursuant to an RSU award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"); (b) 7,749 RSUs that remain outstanding pursuant to the 2013 RSU Award; and (c) 4,764 RSUs that remain outstanding pursuant to the 2014 RSU Award. ( 8 )7,531 RSUs were awarded in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers (the "2014 Annual Performance Award") and 2,510 RSUs were awarded pursuant to an RSU award (the "2015 RSU Award"). These RSUs were awarded to the reporting person as compensation for services as an officer. ( 9 )The 2014 Annual Performance Award and 2015 RSU Award each vests ratably on the fourth business day before the end of March in 2016, 2017, 2018, 2019 and 2020. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the 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) 4,333 RSUs that remain outstanding pursuant to the 2012 RSU Award; (b) 7,749 RSUs that remain outstanding pursuant to the 2013 RSU Award; (c) 4,764 RSUs that remain outstanding pursuant to the 2014 RSU Award; (d) 7,531 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; and (e) 2,510 RSUs that remain outstanding pursuant to the 2015 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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