SEC Form 4 · accession 0000899243-16-023726
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Lamp
Officer — President and COO
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 9:55 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 | 63,801 | — | A | 63,801 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2,F3 | — | Jun 23, 2016 | A | 137,641 | A | — | — | Common Stock | 137,641 | 137,641 | D |
| Phantom StockF2,F4 | — | Jun 23, 2016 | A | 57,300 | A | — | — | Common Stock | 57,300 | 194,941 | D |
| Phantom StockF2,F5 | — | Jun 23, 2016 | A | 78,250 | A | — | — | Common Stock | 78,250 | 273,191 | D |
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 (the "Merger"). 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 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, (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of WNR common stock.
- F2Also in connection with the Merger, each award of time-based NTI phantom units and NTI restricted units held by the reporting person and outstanding and unvested immediately prior to the Merger was cancelled and replaced by a phantom stock award of WNR to be governed by the terms of a phantom stock award agreement and the Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive Plan, as adopted, assumed and amended by WNR in connection with the Merger. Each new phantom stock award represents a contingent right to receive one share of common stock of WNR or, at the election of the Compensation Committee of WNR's board of directors, the cash value thereof. Other than as described above and as adjusted to reflect the Merger, the new phantom stock award will generally be subject to the same terms and conditions as the original NTI awards, including, but not limited to, vesting and payment dates, and the accrual of dividend rights on unvested phantom stock.
- F3These shares of phantom stock are scheduled to vest on December 31, 2016.
- F4These shares of phantom stock are scheduled to vest ratably on January 18, 2017 (28,650 shares) and January 17, 2018 (28,650 shares).
- F5These shares of phantom stock are scheduled to vest ratably on January 18, 2017 (26,083 shares), January 17, 2018 (26,084 shares), and January 16, 2019 (26,083 shares).