SEC Form 4 · accession 0001209191-17-023711
Western Refining, Inc. · WNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff A Stevens
Officer — Chief Executive Officer · Director
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 6:01 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 | 70,437 | $0.00 | A | 3,626,893 | D | |
| Common StockF2 | Mar 28, 2017 | F | 29,001 | $0.00 | D | 3,597,892 | D |
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 | 70,437 | D | — | — | Common Stock | 70,437 | 238,113 | D |
Explanation of responses
- F110,333 shares were issued pursuant to a restricted share unit ("RSU") award granted on March 26, 2013 (the "2013 RSU Award"), 9,529 shares were issued pursuant to a RSU award granted on March 26, 2014 (the "2014 RSU Award"), 5,990 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"), 6,060 shares were issued pursuant to a RSU award granted on March 26, 2015 (the "2015 RSU Award), 25,683 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 12,842 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) 26,492 RSUs that remain outstanding pursuant to the award granted February 28, 2011; (b) 39,000 RSUs that remain outstanding pursuant to the award granted February 17, 2012; (c) 10,333 RSUs that remain outstanding pursuant to the 2013 RSU Award; (d) 19,058 RSUs that remain outstanding pursuant to the 2014 RSU Award; (e) 17,967 RSUs that remain outstanding pursuant to the 2014 Annual Performance Award; (f) 18,178 RSUs that remain outstanding pursuant to the 2015 RSU Award; (g) 51,366 RSUs that remain outstanding pursuant to the 2015 Annual Performance Award; (h) 25,683 RSUs that remain outstanding pursuant to the 2016 RSU Award; and (i) 30,036 RSUs that remain outstanding pursuant to the award granted January 18, 2017.