Sec Form 4 Filing - Jewell William R @ Western Refining, Inc. - 2015-05-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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)
05/15/2015
(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 05/15/2015 M 4,333 ( 1 ) A $ 0 92,818 D
Common Stock 05/18/2015 S 1,517 ( 2 ) D $ 45.3801 ( 3 ) ( 4 ) 91,301 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 Unit ( 5 ) 05/15/2015 M 4,333 ( 6 ) ( 6 ) Common Stock 4,333 $ 0 22,554 ( 7 ) 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 05/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )4,333 shares were issued pursuant to a restricted share unit ("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 )These trades were conducted pursuant to a 10b5-1 plan entered into 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 )$45.3801 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $45.1900 per share and $45.4800 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 services as an officer.
( 6 )The 2012 RSU Award vests ratably over three years on May 15 of each of the three 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) 7,749 RSUs that remain outstanding pursuant to an award granted on March 26, 2013; (b) 4,764 RSUs that remain outstanding pursuant to an award granted on March 26, 2014; (c) 7,531 RSUs that remain outstanding pursuant to the March 26, 2015, RSU award in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers; and (d) 2,510 RSUs that remain outstanding pursuant to the RSU Award granted on March 26, 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).

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.