SEC Form 4 · accession 0001209191-15-044699
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
May 15, 2015
Accepted (ET)
May 19, 2015 · 8:47 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 | 9,639 | $0.00 | A | 9,639 | D | |
| Common StockF2,F3,F4 | May 18, 2015 | S | 4,536 | $45.9499 | D | 5,103 | D | |
| Common Stock | holding | — | — | — | 24,433 | I | By Mark J. Smith & Brenda J. Smith Living Trust dated 05/09/2015 |
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 | — | May 15, 2015 | M | 9,639 | D | — | — | Common Stock | 9,639 | 62,716 | D |
Explanation of responses
- F19,639 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person 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.
- 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$45.9499 is the weighted average sale price. The shares were sold in various transactions through a broker at prices between $45.7400 per share and $46.2100 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 issued 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) 2,369 RSUs that remain outstanding and for which settlement has been deferred purusant to the RSU award granted on February 28, 2011; (b) 11,027 RSUs that remain outstanding and for which settlement has been deferred pursuant to the 2012 RSU Award; (c) 16,945 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2013; (d) 10,419 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2014; (e) 16,467 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 (f) 5,489 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2015.