SEC Form 4 · accession 0000950103-17-005360
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff A Stevens
Officer — Chief Executive Officer · Director
Period of report
Jun 1, 2017
Accepted (ET)
Jun 2, 2017 · 4:14 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 1, 2017 | D | 3,597,892 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF2 | $0.00 | Jun 1, 2017 | D | 238,113 | D | — | — | Common Stock | 238,113 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of November 16, 2016, by and among Western Refining, Inc. (the "Company"), Tesoro Corporation, a Delaware corporation ("Tesoro"), and certain other parties thereto (the "Merger Agreement"), each outstanding share of common stock of the Company was cancelled and converted into the right to receive, at the holder's election and subject to the terms of the Merger Agreement, either 0.4350 of a share of Tesoro common stock, which is referred to as the stock consideration, or $37.30 in cash, which is referred to as the cash consideration.
- F2Pursuant to the Merger Agreement, (a) each vested Restricted Share Unit ("RSU") was cancelled in exchange for an amount equal to the cash consideration; and (b) each unvested RSU or Company Other Award (as defined in the Merger Agreement) was assumed by Tesoro and converted into a Tesoro award on substantially similar terms, subject to adjustment of the number of shares based on the exchange ratio used to calculate the stock consideration, if applicable.