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Form 4 Western Refining, Inc. For: Mar 28 Filed by: Smith Mark J

March 30, 2016 7:58 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Smith Mark J

(Last) (First) (Middle)
C/O WESTERN REFINING, INC.
123 W. MILLS AVENUE, SUITE 200

(Street)
EL PASO TX 79901

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/28/2016   M   12,646 (1) A $ 0 12,646 D  
Common Stock 03/28/2016   F   4,082 (2) D $ 0 8,564 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 03/28/2016   M     12,646   (4)   (4) Common Stock 12,646 $ 0 50,070 D  
Restricted Share Units (3) 03/28/2016   A   60,313 (5)     (6)   (6) Common Stock 60,313 $ 0 110,383 (7) D  
Explanation of Responses:
1. 5,649 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on March 26, 2013, (the "2013 RSU Award"), 2,605 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014, (the "2014 RSU Award"), 3,294 shares were issued in partial settlement of the the 2014 Annual Performance Bonus Program for Executive Officers granted on March 26, 2015, (the "2014 Annual Performance Award"), and 1,098 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2015, (the "2015 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 2013 RSU Award, the 2014 RSU Award, the 2014 Annual Performance Award, and the 2015 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 WNR's Board of Directors, the cash value thereof. The RSUs were issued as compensation for services as an officer.
4. The 2013 RSU Award, 2014 RSU Award, 2014 Annual Performance Award and 2015 RSU 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. 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.
5. 40,209 RSUs were awarded in settlement of the 2015 Annual Performance Bonus Program for Executive Officers (the "2015 Annual Performance Award") and 20,104 RSUs were awarded pursuant to an RSU Award (the "2016 Award"). These RSUs were awarded to the reporting person as compensation for services as an officer.
6. The 2015 Annual Performance Award and the 2016 RSU Award each vests ratably on the fourth business day before the end of March in 2017, 2018 and 2019. 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.
7. This number of derivative securities includes (a) 2,369 RSUs that remain outstanding and for which settlement has been deferred pursuant to the RSU award granted on February 28, 2011; (b) 11,027 RSUs that remain outstanding and for which settlement has been deferred pursuant to the RSU award granted on February 17, 2012; (c) 11,296 RSUs that remain outstanding pursuant to the 2013 RSU Award; (d) 7,814 RSUs that remain outstanding pursuant to the 2014 RSU award; (e) 13,173 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; (f) 4,391 RSUs that remain outstanding pursuant to the 2015 RSU Award; (g) 40,209 RSUs that remain outstanding pursuant to the 2015 Annual Performance Award; and (h) 20,104 RSUs that remain outstanding pursuant to the 2016 RSU Award.
/s/ Mark J. Smith 03/30/2016
** Signature of Reporting Person Date
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.


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