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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (5) | 06/13/2012 | M | 6,479 | (6) | (6) | Common Stock | 6,479 | $ 0 | 68,521(7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stevens Jeff A C/O WESTERN REFINING, INC. 123 W. MILLS AVENUE, SUITE 200 EL PASO, TX 79901 |
X | President & CEO | ||
| /s/ Gary R. Dalke under POA | 06/15/2012 | |
| ** Signature of Reporting Person |
Date
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| * | 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). |
| (1) | These shares were issued pursuant to a restricted share unit award granted to the reporting person on February 28, 2011 (the "2011 RSU Award") settled, at the election of the Compensation Committee of WNR's Board of Directors, in WNR common stock. |
| (2) | Proceeds from this sale were used primarily for the payment of income taxes incurred by the reporting person in connection with the settlement of the 2011 RSU Award in WNR common stock. |
| (3) | The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or any security holder of the issuer full information regarding the number of shares sold at each separate price. |
| (4) | $20.4789 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $20.43 per share and $20.53 per share. |
| (5) | Each restricted share unit 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. |
| (6) | The 2011 RSU Award is subject to vesting in three equal installments on May 15 of 2012, 2013, and 2014. Upon vesting, the shares, or the value thereof, will be delivered to the reporting person on or promptly following the vesting date, but not later than December 31 of the year in which such vesting date occurs. Settlement of 5,521 restricted share units that vested on May 15, 2012, was deferred until the next vesting date that WNR reasonably expects that such settlement would be fully tax deductible under Section 162(m) of the Internal Revenue Code. |
| (7) | This number of derivative securities includes 29,521 restricted share units that remain outstanding pursuant to the 2011 RSU Award, as well as an additional 39,000 restricted share units received by the reporting person on February 17, 2012 (the "2012 RSU Award"). The 39,000 restricted share units received pursuant to the 2012 RSU Award vest in three equal installments on May 15 of 2013, 2014, and 2015. |