SEC Form 4 · accession 0001209191-17-023709
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lowry Barfield
Officer — EVP, Gen Counsel & Sec
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 5:50 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, 2017 | M | 22,898 | $0.00 | A | 47,835 | D | |
| Common StockF2 | Mar 28, 2017 | F | 7,585 | $0.00 | D | 40,250 | D | |
| Common Stock | holding | — | — | — | 19,937 | I | By TGMD Family LLLP |
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 | — | Mar 28, 2017 | M | 22,898 | D | — | — | Common Stock | 22,898 | 56,421 | D |
Explanation of responses
- F13,949 shares were issued pursuant to a restricted share unit ("RSU") award granted on March 26, 2013 (the "2013 RSU Award"), 1,821 shares were issued pursuant to a RSU award granted on March 26, 2014 (the "2014 RSU Award"), 2,303 shares were issued in partial settlement of the 2014 Annual Performance Bonus Program for Executive Officers on March 26, 2015 (the "2014 Annual Performance Award"), 768 shares were issued pursuant to a RSU award granted on March 26, 2015 (the "2015 RSU Award), 9,371 shares were issued in partial settlement of the 2015 Annual Performance Bonus Program for Executive Officers on March 28, 2016 (the "2015 Annual Performance Award"), and 4,686 shares were issued pursuant to a RSU award granted on March 28, 2016 (the "2016 RSU Award"), all 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 the 2013 RSU Award, the 2014 RSU Award, the 2014 Annual Performance Award, the 2015 RSU Award, the 2015 Annual Performance Award, and the 2016 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 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. The 2015 Annual Performance Award and the 2016 RSU Award each vests ratably over three years on the fourth business day before the end of March in each of the three 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.
- F5These derivative securities include (a) 3,949 RSUs that remain outstanding pursuant to the 2013 RSU Award; (b) 3,642 RSUs that remain outstanding pursuant to the 2014 RSU Award; (c) 6,908 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; (d) 2,302 RSUs that remain outstanding pursuant to the 2015 RSU Award; (e) 18,742 RSUs that remain outstanding pursuant to the 2015 Annual Performance Award; (f) 9,371 RSUs that remain outstanding pursuant to 2016 RSU Award; and (g) 11,507 RSUs that remain outstanding pursuant to the award granted January 18, 2017.