SEC Form 4 · accession 0001209191-16-130122
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian John Hogan
Director
Period of report
Jun 27, 2016
Accepted (ET)
Jun 29, 2016 · 6:20 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 | Jun 27, 2016 | M | 3,424 | $0.00 | A | 84,387 | D | |
| Common Stock | holding | — | — | — | 500 | I | By Brian C. Hogan and Brian J. Hogan Joint Account | |
| Common Stock | holding | — | — | — | 500 | I | By Courtney E. Hogan Trust dated June 23, 2014 | |
| Common Stock | holding | — | — | — | 500 | I | By John K. Hogan and Brian J. Hogan Joint Account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF4,F2,F3 | — | Jun 27, 2016 | M | 3,424 | D | — | — | Common Stock | 3,424 | 24,423 | D |
| Restricted Share UnitsF6,F2,F5 | — | Jun 27, 2016 | A | 8,183 | A | — | — | Common Stock | 8,183 | 32,606 | D |
Explanation of responses
- F1These shares were issued pursuant to a restricted share unit ("RSU") award granted to the reporting person on June 25, 2015 (the "2015 RSU Award"), as compensation for services as a director settled, at the election of the Compensation Committee of WNR's Board of Directors, in WNR common stock.
- F2Each 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 a director.
- F3The 2015 RSU Award vested on June 27, 2016, and at the election of the Compensation Committee of WNR's Board of Directors, was settled in WNR common stock.
- F4This number of derivative securities, awarded as compensation for services as a director, have vested, each of which are subject to a deferral election made by the reporting person. Vested shares underlying such RSUs, or the value thereof, will be delivered to the reporting person on or promptly following the date on which the reporting person ceases to be a director of WNR, or on an earlier date as may be provided under the terms of the deferral.
- F5The RSUs are scheduled to vest on June 27, 2017. The vested shares underlying the RSUs, or 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.
- F6This number of derivative securities, awarded as compensation for services as a director, includes (a) 8,183 shares which vest on June 27, 2017, and (b) 24,423 RSUs which have vested, each of which are subject to a deferral election made by the reporting person. Vested shares underlying such RSUs, or the value thereof, will be delivered to the reporting person on or promptly following the date on which the reporting person ceases to be a director of WNR, or on an earlier date as may be provided under the terms of the deferral.