SEC Form 4 · accession 0000899243-16-023673
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul L Foster
Officer — EXECUTIVE CHAIRMAN · Director · 10% Owner
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 7:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001339048
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 23, 2016 | A | 2,593 | $0.00 | A | 3,433,212 | D | |
| Common StockF2 | Jun 23, 2016 | A | 1,254 | $0.00 | A | 3,434,466 | D | |
| Common Stock | holding | — | — | — | 16,129,581 | I | By Franklin Mountain Investments Limited Partnership |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The transaction reported occurred in connection with the merger of Northern Tier Energy LP ("NTI") with a wholly owned subsidiary of Western Refining, Inc. ("WNR"), effective June 23, 2016. On June 23, 2016, the last trading day for NTI common units, the closing price of NTI common units was $21.15 per unit and the closing price of WNR's common stock was $20.25. Each NTI common unit held by the reporting person (except for the vested NTI phantom units discussed in Note 2, which received the Mixed Consideration) was converted into the right to receive, at his election but subject to proration, (i) $15.00 in cash without interest and 0.2986 of a share of WNR common stock ("Mixed Consideration"), (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock.
- F2The reporting person received $15.00 in cash without interest and 0.2986 of a share of WNR common stock for each time-based NTI phantom unit held that vested immediately prior to the effective time of the Merger. The reporting person held 4,202 time-based NTI phantom units immediately prior to the effective time of the merger.