SEC Form 4 · accession 0001209191-15-044697
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William R Jewell
Officer — Chief Accounting Officer
Period of report
May 15, 2015
Accepted (ET)
May 19, 2015 · 8:39 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 | May 15, 2015 | M | 4,333 | $0.00 | A | 92,818 | D | |
| Common StockF2,F3,F4 | May 18, 2015 | S | 1,517 | $45.3801 | D | 91,301 | 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 UnitF7,F5,F6 | — | May 15, 2015 | M | 4,333 | D | — | — | Common Stock | 4,333 | 22,554 | D |
Explanation of responses
- F14,333 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on February 17, 2012 (the "2012 RSU Award"), settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock.
- F2These trades were conducted pursuant to a 10b5-1 plan entered into on May 23, 2014, primarily for the payment of income taxes required to be paid to the Internal Revenue Service associated with 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$45.3801 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $45.1900 per share and $45.4800 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 services as an officer.
- F6The 2012 RSU Award vests ratably over three years on May 15 of each of the three 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) 7,749 RSUs that remain outstanding pursuant to an award granted on March 26, 2013; (b) 4,764 RSUs that remain outstanding pursuant to an award granted on March 26, 2014; (c) 7,531 RSUs that remain outstanding pursuant to the March 26, 2015, RSU award in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers; and (d) 2,510 RSUs that remain outstanding pursuant to the RSU Award granted on March 26, 2015.