SEC Form 4 · accession 0001209191-16-111139
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
Mar 28, 2016
Accepted (ET)
Mar 30, 2016 · 7:54 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 28, 2016 | M | 5,783 | $0.00 | A | 97,084 | D | |
| Common StockF2 | Mar 28, 2016 | F | 1,663 | $0.00 | D | 95,421 | 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 UnitsF3,F4 | — | Mar 28, 2016 | M | 5,783 | D | — | — | Common Stock | 5,783 | 16,771 | D |
| Restricted Share UnitsF5,F7,F3,F6 | — | Mar 28, 2016 | A | 27,582 | A | — | — | Common Stock | 27,582 | 44,353 | D |
Explanation of responses
- F12,583 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on March 26, 2013, (the "2013 RSU Award"), 1,191 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2014, (the "2014 RSU Award"), 1,507 shares were issued in partial settlement of the the 2014 Annual Performance Bonus Program for Executive Officers granted on March 26, 2015, (the "2014 Annual Performance Award"), and 502 shares were issued pursuant to an RSU award granted to the reporting person on March 26, 2015, (the "2015 RSU Award), all of which were settled at the election of the Compensation Committee of WNR's Board of Directors in WNR common stock.
- F2These shares of common stock were issuable upon vesting the 2013 RSU Award, the 2014 RSU Award, the 2014 Annual Performance Award, and the 2015 RSU Award, but were withheld to satisfy the reporting person's tax obligations.
- F3Each 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.
- F4The 2013 RSU Award, 2014 RSU Award, 2014 Annual Performance Award and 2015 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 the Board, 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.
- F518,388 RSUs were awarded in settlement of the 2015 Annual Performance Bonus Program for Executive Officers (the "2015 Annual Performance Award") and 9,194 RSUs were awarded pursuant to an RSU Award (the "2016 Award"). These RSUs were awarded to the reporting person as compensation for services as an officer.
- F6The 2015 Annual Performance Award and the 2016 RSU Award each vests ratably on the fourth business day before the end of March in 2017, 2018 and 2019. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, 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) 5,166 RSUs that remain outstanding pursuant to the 2013 RSU Award; (b) 3,573 RSUs that remain outstanding pursuant to the 2014 RSU award; (c) 6,024 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; (d) 2,008 RSUs that remain outstanding pursuant to the 2015 RSU Award; (e) 18,388 RSUs that remain outstanding pursuant to the 2015 Annual Performance Award; and (f) 9,194 RSUs that remain outstanding pursuant to the 2016 RSU Award.