Sec Form 4 Filing - Smith Mark J @ Western Refining Logistics, LP - 2017-06-01

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
Smith Mark J
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP - Operations
(Last) (First) (Middle)
C/O WESTERN REFINING LOGISTICS, LP,, 212 N. CLARK ST.
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2017
(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 Units 06/01/2017 M 19,672 ( 1 ) A $ 0 55,635 D
Common Units 06/01/2017 F 6,384 ( 2 ) D $ 24.7 49,251 D
Common Units 4,671 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
Phantom Units ( 1 ) 06/01/2017 M 19,672 ( 1 ) ( 1 ) Common Units 19,672 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Mark J
C/O WESTERN REFINING LOGISTICS, LP,
212 N. CLARK ST.
EL PASO, TX79905
EVP - Operations
Signatures
/s/ Mark J. Smith 06/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported occurred in connection with the merger of Western Refining, Inc. and a wholly owned subsidiary of Tesoro Corporation, effective June 1, 2017 (the "Closing Date"). The reporting person resigned as Executive Vice President - Operations of the Issuer on the Closing Date. Pursuant to the terms of the award agreement governing the phantom units owned by the reporting person, his phantom units vested immediately upon his resignation and were converted into common units of the Issuer on a one-for-one basis. The reporting person received his phantom units from the Issuer as part of the compensation for his service.
( 2 )These common units were issuable upon vesting of the phantom units, but were withheld to satisfy the reporting person's tax obligations.

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