SEC Form 4 · accession 0001209191-15-030307
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Smith
Officer — President-Refining & Marketing
Period of report
Mar 26, 2015
Accepted (ET)
Mar 30, 2015 · 9:19 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 | Mar 26, 2015 | M | 8,254 | $0.00 | A | 8,254 | D | |
| Common StockF2,F3,F4 | Mar 27, 2015 | S | 2,820 | $47.9351 | D | 5,434 | D | |
| Common Stock | holding | — | — | — | 33,999 | I | By Mark J. Smith & Brenda J. Smith Living Trust dated 05/09/2014 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF7,F5,F6 | — | Mar 26, 2015 | M | 8,254 | D | — | — | Common Stock | 8,254 | 50,399 | D |
| Restricted Share UnitsF8,F10,F5,F9 | — | Mar 26, 2015 | A | 21,956 | A | — | — | Common Stock | 21,956 | 72,355 | D |
Explanation of responses
- F15,649 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2013 (the "2013 RSU Award"), and 2,605 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014 (the "2014 RSU Award"), both of which were settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock.
- F10This number of derivative securities includes (a) 2,369 RSUs that remain outstanding pursuant to the 2011 RSU Award; (b) 20,666 RSUs that remain outstanding pursuant to the 2012 RSU Award; (c) 16,945 RSUs that remain outstanding pursuant to the 2013 RSU Award; (d) 10,420 RSUs that remain outstanding pursuant to the 2014 RSU Award; (e) 16,467 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; and (f) 5,489 RSUs that remain outstanding pursuant to the 2015 RSU Award.
- F2This sale was made pursuant to an election dated May 14, 2014, for the payment of income taxes required to be paid to the Internal Revenue Service as a result of the vesting of equity awards.
- F3The 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.
- F4$47.9351 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $47.5800 per share and $48.3100 per share.
- F5Each RSU 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. The RSUs were awarded as compensation for service as an officer.
- F6The 2013 RSU Award and 2014 RSU Award each vests ratably over five years on the fourth business day before the end of March in each of the five years following the date of grant. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the cash value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than December 31 of the year in which such vesting date occurs.
- F7This number of derivative securities includes (a) 2,369 RSUs that remain outstanding pursuant to an award granted to the reporting person on February 28, 2011 (the "2011 RSU Award"); (b) 20,666 RSUs that remain outstanding pursuant to an award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"); (c) 16,945 RSUs that remain outstanding pursuant to the 2013 RSU Award; and (d) 10,419 RSUs that remain outstanding pursuant to the 2014 RSU Award.
- F816,467 RSUs were awarded in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers (the "2014 Annual Performance Award") and 5,489 RSUs were awarded pursuant to an RSU award (the "2015 RSU Award"). These RSUs were awarded to the reporting person as compensation for services as an officer.
- F9The 2014 Annual Performance Award and the 2015 RSU Award each vests ratably on the fourth business day before the end of March in 2016, 2017, 2018, 2019 and 2020. Shares of WNR common stock or, at the election of the Compensation Committee of WNR's Board of Directors, the value thereof, will be delivered to the reporting person on or promptly following the vesting date applicable thereto, but not later than December 31 of the year in which such vesting date occurs.