SEC Form 4 · accession 0001209191-16-121063
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 13, 2016
Accepted (ET)
May 17, 2016 · 8:20 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 13, 2016 | M | 13,396 | $0.00 | A | 21,960 | D | |
| Common StockF2 | May 13, 2016 | F | 6,195 | $21.72 | D | 15,765 | D | |
| Common Stock | holding | — | — | — | 24,536 | 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 UnitsF5,F3,F4 | — | May 13, 2016 | M | 13,396 | D | — | — | Common Stock | 13,396 | 96,987 | D |
Explanation of responses
- F12,369 shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on February 28, 2011, (the "2011 RSU Award") and 11,027 shares that were issued pursuant to an RSU award granted to the reporting person on February 17, 2012, (the "2012 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 2011 RSU Award and the 2012 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 the Board, the cash value thereof. The RSUs were issued as compensation for services as an officer.
- F4The 2011 RSU Award and the 2012 RSU Award each vested ratably over three years in each of the three years following the date of grant and settlement of all or a portion was subject to deferral. Shares of WNR common stock or, at the election of the Compensation Committee of the Board, the cash value thereof, are delivered to the reporting person on the applicable settlement date.
- F5This number of derivative securities includes (a) 11,296 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2013; (b) 7,814 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2014; (c) 13,173 RSUs that remain outstanding pursuant to the RSU award granted in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers on March 26, 2015; (d) 4,391 RSUs that remain outstanding pursuant to the RSU award granted on March 26, 2015; (e) 40,209 RSUs that remain outstanding pursuant to the RSU award granted in settlement of the 2015 Annual Performance Bonus Program for Executive Officers on March 28, 2016; and (f) 20,104 RSUs that remain outstanding pursuant to the RSU award granted on March 28, 2016.