Sec Form 4 Filing - Western Refining Southwest, Inc. @ Western Refining Logistics, LP - 2016-09-15

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 Western Refining Southwest, Inc. 2. Issuer Name and Ticker or Trading Symbol Western Refining Logistics, LP [ WNRL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 1250 W. WASHINGTON ST., SUITE 101, 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2016 (Street) TEMPE, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Units representing limited partner interests 09/15/2016 P( 1 ) 628,224 A 628,224 I ( 1 ) ( 2 ) Through St. Paul Park Refining Co. LLC Common Units representing limited partner interests 8,579,623 D TexNew Mex Units 80,000 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Western Refining Southwest, Inc. 1250 W. WASHINGTON ST., SUITE 101 TEMPE, AZ85281 X See Remarks Giant Industries, Inc. 1250 W. WASHINGTON ST., SUITE 101 TEMPE, AZ85281 X See Remarks Western Refining, Inc. 123 W. MILLS AVENUE, SUITE 200 EL PASO, TX79901 X See Remarks Western Acquisition Holdings, LLC C/O WESTERN REFINING, INC., 123 W. MILLS AVENUE, SUITE 200 EL PASO, TX79901 X See Remarks Signatures /s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Refining Southwest, Inc. 09/16/2016 Signature of Reporting Person Date /s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Acquisition Holdings, LLC 09/16/2016 Signature of Reporting Person Date /s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Giant Industries, Inc. 09/16/2016 Signature of Reporting Person Date /s/ Karen B. Davis, Executive Vice President and Chief Financial Officer of Western Refining, Inc. 09/16/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed jointly by Western Refining Southwest, Inc. ("WRSW"), Western Acquisition Holdings, LLC ("WAH"), Giant Industries, Inc. ("Giant") and Western Refining, Inc. ("Western"). On September 15, 2016, pursuant to that certain Contribution, Conveyance and Assumption Agreement by and among Western, St. Paul Park Refining Co. LLC ("SPPR"), the Issuer and Western Refining Logistics GP, LLC, the Issuer acquired from SPPR certain storage, terminalling and other logistics assets, in exchange for total consideration of $210 million, comprised of $195 million in cash and 628,224 common units (the "Common Units") representing limited partner interests in the Issuer (the "Acquisition"). ( 2 )SPPR is an indirect wholly owned subsidiary of WRSW. WAH owns approximately 61.3% of the outstanding shares of WRSW and is a wholly owned subsidiary of Giant, which is a wholly owned subsidiary of Western. Giant directly owns approximately 38.7% of the outstanding shares of WRSW. As a result of the Acquisition, WRSW, WAH, Giant and Western may be deemed to beneficially own the Common Units of the Issuer directly owned by SPPR, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Remarks: WRSW has the right to appoint all of the directors of the Board of Directors of Western Refining Logistics GP, LLC, the general partner of the Issuer. WAH has a controlling interest in WRSW and WAH is a wholly owned subsidiary of Giant, which is an indirect wholly owned subsidiary of Western. Therefore, each of WAH, Giant, Western and WRSW may be deemed a director by deputization.

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).

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