Sec Form 4 Filing - Smith Mark J @ Western Refining, Inc. - 2016-05-13

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 Smith Mark J 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) President-Refining & Marketing (Last) (First) (Middle) C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2016 (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 05/13/2016 M 13,396 ( 1 ) A $ 0 21,960 D Common Stock 05/13/2016 F 6,195 ( 2 ) D $ 21.72 15,765 D Common Stock 24,536 I By Mark J. Smith & Brenda J. Smith Living Trust dated 05/09/2014

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 ( 3 ) 05/13/2016 M 13,396 ( 4 ) ( 4 ) Common Stock 13,396 $ 0 96,987 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Mark J C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO, TX79901 President-Refining & Marketing Signatures /s/ Mark J. Smith 05/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )2,369 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 11,027 shares that were issued pursuant to an RSU award granted to the reporting person on February 17, 2012, (the "2012 RSU Award") all of which were settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock. ( 2 )These shares of common stock were issuable upon vesting the 2011 RSU Award and the 2012 RSU Award, but were withheld to satisfy the reporting person's tax obligations. ( 3 )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 an officer. ( 4 )The 2011 RSU Award and the 2012 RSU Award each vested ratably over three years in each of the three years following the date of grant and settlement of all or a portion was subject to deferral. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof, are delivered to the reporting person on the applicable settlement date. ( 5 )This number of derivative securities includes (a) 11,296 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2013; (b) 7,814 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2014; (c) 13,173 RSUs that remain outstanding pursuant to the RSU award granted in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers on March 26, 2015; (d) 4,391 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2015; (e) 40,209 RSUs that remain outstanding pursuant to the RSU award granted in settlement of the 2015 Annual Performance Bonus Program for Executive Officers on March 28, 2016; and (f) 20,104 RSUs that remain outstanding pursuant to the RSU award granted on March 28, 2016.

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.