Sec Form 4 Filing - BARTH CARIN MARCY @ Western Refining, Inc. - 2016-01-04

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)
01/04/2016
(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 01/04/2016 M 28,428 ( 1 ) A $ 0 104,774 D
Common Stock 2,140 I By Mitchell F. Barth 1997 Trust
Common Stock 2,140 I By Leslye D. Barth 1997 Trust
Common Stock 2,140 I By Melysa A. Barth 1997 Trust
Common Stock 2,000 I By Barton Rhea Bowers Trust
Common Stock 2,000 I By Brian Russel Bowers Trust
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 ( 2 ) 01/04/2016 M 28,428 ( 1 ) ( 3 ) ( 3 ) Common Stock 28,428 $ 0 0 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 01/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 4, 2016, the reporting person retired from her position as a member of WNR's Board of Directors (the "Board"). Pursuant to deferral elections made by the reporting person, all shares underlying restricted share units ("RSU") subject to such deferrals will be delivered to the reporting person promptly following January 4, 2016, the date on which the reporting person retired.
( 2 )Each RSU represents a contingent right to receive one share of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof. The RSUs were issued as compensation for services as a director.
( 3 )Due to deferral elections made by the reporting person, the vested shares underlying the RSUs will be delivered to the reporting person promptly following January 4, 2016, the date on which the reporting person retired.

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).

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