SEC Form 4 · accession 0001209191-16-111154
Western Refining Logistics, LP · WNRL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Smith
Officer — Executive Vice President
Period of report
Mar 28, 2016
Accepted (ET)
Mar 30, 2016 · 8:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581908
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitF1 | Mar 28, 2016 | M | 7,366 | $0.00 | A | 32,366 | D | |
| Common UnitF2 | Mar 28, 2016 | F | 2,650 | $0.00 | D | 29,716 | D | |
| Common Unit | holding | — | — | — | 4,671 | I | By Mark J. Smith & Brenda J. Smith Living Trust dated 05/09/2014 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitF3,F4 | — | Mar 28, 2016 | M | 7,366 | D | — | — | Common Unit | 7,366 | 22,545 | D |
| Phantom UnitF6,F3,F5 | — | Mar 28, 2016 | A | 6,740 | A | — | — | Common Unit | 6,740 | 29,285 | D |
Explanation of responses
- F16,916 common units were issued pursuant to a phantom unit award granted to the reporting person on January 31, 2014 (the "2014 Phantom Unit Award") and 450 common units were issued pursuant to a phantom unit award granted to the reporting person on March 26, 2015 (the "2015 Phantom Unit Award"), both of which were settled at the election of the Board of Directors (the "Board") of Western Refining Logistics GP, LLC, the general partner of WNRL, in WNRL common units.
- F2These common units were issuable upon vesting of the 2014 Phantom Unit Award and the 2015 Phantom Unit Award, but were withheld to satisfy the reporting person's tax obligations.
- F3Each phantom unit represents a contingent right to receive one common unit representing a limited partner interest in WNRL or, at the election of the Board, or such committee as may be appointed by the Board, the cash value thereof. The phantom units were awarded as compensation for service as an officer.
- F4The 2014 Phantom Unit Award and the 2015 Phantom Unit 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. WNRL common units, or at the election of the Board or such committee as may be appointed by 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 the 70th calendar day following the vesting of the phantom units.
- F5These phantom units vest ratably over three years on the fourth business day before the end of March in 2017, 2018 and 2019. WNRL common units, or at the election of the Board or such committee as may be appointed by 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 the 70th calendar day following the vesting of the phantom units.
- F6This number of derivitive securities includes (a) 20,746 phantom units that remain outstanding pursuant to the 2014 Phantom Unit Award; (b) 1,799 phantom units that remain outstanding pursuant to the 2015 Phantom Unit Award; and (c) 6,740 phantom units that remain outstanding pursuant to the phantom unit award granted to the reporting person on March 28, 2016.