Sec Form 4 Filing - Yoder Matthew L. @ Western Refining Logistics, LP - 2017-03-28

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 Yoder Matthew L. 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) Senior VP - WNRL (Last) (First) (Middle) C/O WESTERN REFINING LOGISTICS, LP, 212 N. CLARK ST. 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2017 (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 Unit 03/28/2017 M 9,597 A $ 0 24,319 ( 1 ) D Common Unit 03/28/2017 F 3,217 ( 2 ) D $ 0 21,102 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 Unit ( 3 ) 03/28/2017 M 9,597 ( 4 ) ( 4 ) Common Unit 9,597 $ 0 20,999 D Phantom Unit ( 3 ) 03/28/2017 A 11,821 ( 5 ) ( 5 ) Common Unit 11,821 $ 0 32,820 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yoder Matthew L. C/O WESTERN REFINING LOGISTICS, LP 212 N. CLARK ST. EL PASO, TX79905 Senior VP - WNRL Signatures /s/ Matthew L. Yoder 03/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )3,439 common units were issued pursuant to a phantom unit award granted to the reporting person on January 31, 2014 (the "2014 Phantom Unit Award"), 1,812 common units were issued pursuant to a phantom unit award granted to the reporting person on March 26, 2015 (the "2015 Phantom Unit Award"), 4,346 common units were issued pursuant to a phantom unit award granted to the reporting person on March 28, 2016 (the "2016 Phantom Unit Award"), all of which were settled at the election of the Board of Directors (the "Board") of Western Refining Logistics GP, LLC, the general partner of WNRL, in WNRL common units. ( 2 )These common units were issuable upon vesting of the 2014 Phantom Unit Award, the 2015 Phantom Unit Award, and the 2016 Phantom Unit Award, but were withheld to satisfy the reporting person's tax obligations. ( 3 )Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in WNRL or, at the election of the Board, or such committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for service as an officer. ( 4 )The 2014 Phantom Unit Award and the 2015 Phantom Unit Award each vests ratably over five years on the fourth business day before the end of March in each of the five years following the date of grant. The 2016 Phantom Unit Award vests ratably over three years on the fourth business day before the end of March in each of the three years following the date of grant. WNRL common units, or at the election of the Board, or such committee as may be appointed by 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 the 70th calendar day following the vesting each phantom unit. ( 5 )These phantom units vest ratably over three years on the fourth business day before the end of March in 2018, 2019 and 2020. WNRL common units, or at the election of the Board or such committee as may be appointed by 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 the 70th calendar day following the vesting each phantom unit. ( 6 )This number of derivative securities includes (a) 6,876 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award; (b) 5,433 phantom units that remain outstanding pursuant to the 2015 Phantom Unit Award; (c) 8,690 phantom units that remain outstanding pursuant to the 2016 Phantom Unit Award; and (d) 11,821 that remain outstanding pursuant to the phantom unit award granted to the reporting person on March 28, 2017.

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