SEC Form 4 · accession 0001209191-17-004886
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen Berriman Davis
Officer — EVP and CFO
Period of report
Jan 18, 2017
Accepted (ET)
Jan 20, 2017 · 4:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001339048
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF2,F1,F3 | — | Jan 18, 2017 | A | 11,465 | A | — | — | Common Stock | 11,465 | 11,465 | D |
| Phantom StockF6,F4,F5 | — | holding | — | — | — | — | — | Common Stock | 14,709 | 14,709 | D |
Explanation of responses
- F1Each 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 WNR's Board of Directors (the "Board"), the cash value thereof. The RSUs were issued as compensation for services as an officer.
- F211,465 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.
- F3The 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.
- F4Each 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.
- F5The phantom stock award granted to the reporting person on June 23, 2016 (the 2016a Phantom Stock Award") vests on January 17, 2018. The phantom stock award granted to the reporting person on June 23, 2016 (the "2016b Phantom Stock Award") vests ratably on January 17, 2018, and January 16, 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 70 days following the date on which the shares of phantom stock become vested.
- F6These derivative securities include (a) 5,325 phantom stock shares that remain outstanding pursuant to the 2016a Phantom Stock Award and (b) 9,384 phantom stock shares that remain outstanding pursuant to the 2016b Phantom Stock Award.