SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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(Amendment No. 5)*
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Western Refining, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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959319 10 4
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(CUSIP Number)
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Paul L. Foster
123 W. Mills Avenue, Suite 200
El Paso, Texas 79901
(915) 534-1400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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December 7, 2011
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 959319 10 4 |
13D
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Paul L. Foster
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
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o
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(b)
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x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
7,300,545
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8
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SHARED VOTING POWER
18,328,784(1)
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9
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SOLE DISPOSITIVE POWER
7,294,305
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10
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SHARED DISPOSITIVE POWER
18,328,784(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,629,329(1)(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
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14
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1)
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Includes 138,889 shares of Common Stock that are issuable to Franklin Mountain Investments Limited Partnership (“FMILP”) upon the conversion of the Notes (as defined below) at a conversion price of $10.80 per share.
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(2)
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Of the shares indicated as beneficially owned by Mr. Foster, 785,314 shares are beneficially owned by WRC Refining Company (“WRCRC”), in which Mr. Foster holds a 97.3% interest, 17,543,470 are beneficially owned by FMILP in which Mr. Foster holds an 89.6% interest and 6,240 are restricted shares that will vest on March 27, 2012 and over which Mr. Foster has sole voting power. Mr. Foster is the controlling stockholder and Chief Executive Officer of WRCRC and the sole stockholder and President of Franklin Mountain G.P., LLC, the General Partner of FMILP, and as such, may be deemed to have voting and dispositive power over the shares owned by WRCRC and FMILP. Mr. Foster hereby disclaims the beneficial ownership of the shares corresponding to the interests of Jeff A. Stevens, Ralph A. Schmidt and Scott D. Weaver in WRCRC.
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·
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the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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·
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an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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·
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a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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·
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any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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·
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any material change in the present capitalization or dividend policy of the Issuer;
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·
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any other material change in the Issuer’s business or corporate structure;
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·
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changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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·
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causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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·
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a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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·
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any action similar to any of those enumerated above.
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Reporting Person
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Transaction Date
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Transaction Type
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Amount of Shares
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Average Price per Share
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November 14, 2011
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Sale
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21,250
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$15.3962
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November 15, 2011
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Sale
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21,250
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$15.5976
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November 28, 2011
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Sale
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21,250
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$11.6460
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November 29, 2011
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Sale
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21,250
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$11.5334
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December 5, 2011
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Sale
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21,250
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$13.2381
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December 6, 2011
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Sale
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21,250
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$12.9160
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December 20, 2011
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Sale
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21,250
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$12.3939
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December 21, 2011
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Sale
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21,250
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$12.6645
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FMILP
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Transaction Date
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Transaction Type
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Amount of Shares
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Average Price per Share
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November 14, 2011
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Sale
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42,500
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$15.3959
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November 15, 2011
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Sale
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42,500
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$15.5974
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November 28, 2011
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Sale
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42,500
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$11.6456
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November 29, 2011
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Sale
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42,500
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$11.5335
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December 5, 2011
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Sale
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42,500
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$13.2378
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December 6, 2011
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Sale
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42,500
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$12.9160
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December 20, 2011
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Sale
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42,500
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$12.3939
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December 21, 2011
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Sale
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42,500
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$12.6652
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/s/ Paul L. Foster
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Paul L. Foster
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·
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Paul L. Foster;
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·
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Franklin Mountain Investments Limited Partnership
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/s/ Paul L. Foster
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Paul L. Foster
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Goldman, Sachs & Co.
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By: | /s/ Jeff Mullen | ||||
Date: | 12-7-11 | Name: | Jeff Mullen | ||
Title: | Managing Director | ||||
Franklin Mountain Investments Limited
Partnership
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By: |
/s/ Paul L. Foster
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Name: |
Paul L. Foster
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Title: |
President
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Date: | 12-7-11 | ||||
Acknowledged:
Western Refining, Inc.
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By: | /s/ Lowry Barfield | ||||
Name: | Lowry Barfield | ||||
Title: | Senior Vice-President-Legal | ||||
Date: | 12-7-11 |
Sales Period
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Start Date
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End Date
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2/13/2012
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2/17/2012
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2/27/2012
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3/2/2012
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3/12/2012
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3/16/2012
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3/26/2012
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3/30/2012
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4/9/2012
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4/13/2012
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4/23/2012
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4/27/2012
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5/7/2012
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5/11/2012
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5/21/2012
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5/25/2012
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6/4/2012
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6/8/2012
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6/18/2012
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6/22/2012
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Account
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Percentage Allocation
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Sales Plan Maximum
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Franklin Mountain Investments
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Limited Partnership
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33.3%
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1,000,000
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Paul L. Foster
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66.6%
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2,000,000
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/s/ Paul L. Foster
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Paul L. Foster
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Goldman, Sachs & Co.
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By: | /s/ Jeff Mullen | ||||
Date: | 12-7-11 | Name: | Jeff Mullen | ||
Title: | Managing Director | ||||
Franklin Mountain Investments Limited
Partnership
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By: |
/s/ Paul L. Foster
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Name: | Paul L. Foster | ||||
Title: | President | ||||
Date: | 12-7-11 | ||||
Acknowledged:
Western Refining, Inc.
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By: | /s/ Lowry Barfield | ||||
Name: | Lowry Barfield | ||||
Title: | Senior Vice-President-Legal | ||||
Date: | 12-7-11 |
Paul L. Foster
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Date: | |||||
Franklin Mountain Investments Limited
Partnership
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By: | |||||
Name: | |||||
Title: | |||||
Date: |