Sec Form 4 Filing - BARTH CARIN MARCY @ Western Refining, Inc. - 2015-06-25

Insider filing report for Changes in Beneficial Ownership
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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
BARTH CARIN MARCY
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)
06/25/2015
(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
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 ) 06/25/2015 A 3,424 ( 2 ) ( 2 ) Common Stock 3,424 $ 0 28,428 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BARTH CARIN MARCY
C/O WESTERN REFINING, INC.
123 W. MILLS AVENUE, SUITE 200
EL PASO, TX79901
X
Signatures
/s/ Carin M. Barth 06/29/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted share unit ("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 issued as compensation for services as a director.
( 2 )The RSUs are scheduled to vest on June 27, 2016. Due to a deferral election made by the reporting person, the vested shares underlying the RSUs, or the value thereof, 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 deferral.
( 3 )This number of derivative securities, awarded as compensation for services as a director, includes (a) 3,424 RSUs which are scheduled to vest on June 27, 2016, and (b) 25,004 RSUs which have vested, each of which are subject to a deferral election made by the reporting person. Vested shares underlying such RSUs, or the value thereof, 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 deferral.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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