SEC Form 4 · accession 0001209191-17-004860
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Lamp
Officer — President and COO
Period of report
Jan 18, 2017
Accepted (ET)
Jan 20, 2017 · 4:29 pm EST
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 | Jan 18, 2017 | M | 54,733 | $0.00 | A | 194,718 | D | |
| Common StockF2 | Jan 18, 2017 | F | 20,949 | $0.00 | D | 173,769 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF5,F3,F4 | — | Jan 18, 2017 | M | 54,733 | D | — | — | Common Stock | 54,733 | 80,817 | D |
| Restricted Share UnitsF7,F6,F8 | — | Jan 18, 2017 | A | 53,534 | A | — | — | Common Stock | 53,534 | 53,534 | D |
Explanation of responses
- F126,083 shares of common stock were issued pursuant to a phantom stock award granted to the reporting person on June 23, 2016, (the "2016a Phantom Stock Award") and 28,650 shares were issued pursuant to a phantom stock award granted to the reporting person on June 23, 2016 (the "2016b Phantom Stock Award"), both of which were settled at the election of the Compensation Committee of WNR's Board of Directors (the "Board") in WNR common stock.
- F2These shares of common stock were issuable upon vesting of the 2016a Phantom Stock Award and the 2016b Phantom Stock Award, but were withheld to satisfy the reporting person's tax obligations.
- F3Each share of phantom stock 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. These shares of phantom stock were issued as compensation for services as an officer.
- F4The 2016a Phantom Stock Award will vest ratably on January 17, 2018, and January 16, 2019. The 2016b Phantom Stock Award vests ratably on January 17, 2018. 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 no later than 70 days following the date on which the shares of phantom stock become vested.
- F5These derivative securities include (a) 52,167 phantom stock shares that remain outstanding pursuant to the 2016a Phantom Stock Award and (b) 28,650 phantom stock shares that remain outstanding pursuant to the 2016b Phantom Stock Award.
- F6Each restricted share unit ("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.
- F753,534 RSUs were awarded pursuant to an RSU Award Agreement (the "2017 RSU Award"). These RSUs were awarded to the reporting person as compensation for services as an officer.
- F8The 2017 RSU Award vests ratably on January 17, 2018, January 16, 2019, and January 15, 2020. 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.