Sec Form 4 Filing - LAMP DAVID L @ Western Refining, Inc. - 2017-01-18

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 LAMP DAVID L 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 and COO (Last) (First) (Middle) C/O WESTERN REFINING, INC., 212 N. CLARK ST. 3. Date of Earliest Transaction (MM/DD/YY) 01/18/2017 (Street) EL PASO, TX79905 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 01/18/2017 M 54,733 ( 1 ) A $ 0 194,718 D Common Stock 01/18/2017 F 20,949 ( 2 ) D $ 0 173,769 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 Phantom Stock ( 3 ) 01/18/2017 M 54,733 ( 4 ) ( 4 ) Common Stock 54,733 $ 0 80,817 ( 5 ) D Restricted Share Units ( 6 ) 01/18/2017 A 53,534 ( 7 ) ( 8 ) ( 8 ) Common Stock 53,534 $ 0 53,534 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAMP DAVID L C/O WESTERN REFINING, INC. 212 N. CLARK ST. EL PASO, TX79905 President and COO Signatures /s/ David L. Lamp 01/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )26,083 shares of common stock were issued pursuant to a phantom stock award granted to the reporting person on June 23, 2016, (the "2016a Phantom Stock Award") and 28,650 shares were issued pursuant to a phantom stock award granted to the reporting person on June 23, 2016 (the "2016b Phantom Stock Award"), both of which were settled at the election of the Compensation Committee of WNR's Board of Directors (the "Board") in WNR common stock. ( 2 )These shares of common stock were issuable upon vesting of the 2016a Phantom Stock Award and the 2016b Phantom Stock Award, but were withheld to satisfy the reporting person's tax obligations. ( 3 )Each share of phantom stock 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. These shares of phantom stock were issued as compensation for services as an officer. ( 4 )The 2016a Phantom Stock Award will vest ratably on January 17, 2018, and January 16, 2019. The 2016b Phantom Stock Award vests ratably on January 17, 2018. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but no later than 70 days following the date on which the shares of phantom stock become vested. ( 5 )These derivative securities include (a) 52,167 phantom stock shares that remain outstanding pursuant to the 2016a Phantom Stock Award and (b) 28,650 phantom stock shares that remain outstanding pursuant to the 2016b Phantom Stock Award. ( 6 )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 the Board, the cash value thereof. The RSUs were issued as compensation for services as an officer. ( 7 )53,534 RSUs were awarded pursuant to an RSU Award Agreement (the "2017 RSU Award"). These RSUs were awarded to the reporting person as compensation for services as an officer. ( 8 )The 2017 RSU Award vests ratably on January 17, 2018, January 16, 2019, and January 15, 2020. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, 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.

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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