SEC Form 4 · accession 0000950103-17-005368

Western Refining, Inc. · WNR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP and CFO

Period of report

Jun 1, 2017

Accepted (ET)

Jun 2, 2017 · 4:21 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 Stock^F1	Jun 1, 2017	D	6,428	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Share Units^F2	$0.00	Jun 1, 2017	D	11,465	D	—	—	Common Stock	11,465	0	D
Phantom Stock^F2	$0.00	Jun 1, 2017	D	14,709	D	—	—	Common Stock	14,709	0	D

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), including each Phantom Stock award, 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.