SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Western Refining, Inc.

(Last)

(First)

(Middle)

123 W. MILLS AVENUE, SUITE 200

(Street)

EL PASO

79901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Refining Logistics, LP [ WNRL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units representing limited partner interests	10/14/2014		J⁽¹⁾⁽²⁾		6,998,500	A	⁽¹⁾⁽²⁾	6,998,500	D⁽¹⁾⁽²⁾⁽³⁾
Common Units representing limited partner interests	10/14/2014		J⁽¹⁾⁽²⁾		6,998,500	D	⁽¹⁾⁽²⁾	6,998,500	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinated Units representing limited partner interests	⁽⁴⁾	10/14/2014		J⁽¹⁾⁽²⁾		6,643,730⁽¹⁾⁽²⁾⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Units	6,643,730	⁽¹⁾⁽²⁾	6,643,730⁽¹⁾⁽²⁾⁽³⁾	D⁽¹⁾⁽²⁾⁽³⁾
Subordinated Units representing limited partner interests	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Units	16,167,270		16,167,270⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Subordinated Units representing limited partner interests	⁽⁴⁾	10/14/2014		J⁽¹⁾⁽²⁾			6,643,730⁽¹⁾⁽²⁾⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Units	6,643,730	⁽¹⁾⁽²⁾	22,811,000⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. In connection with certain internal reorganization transactions, the Reporting Person in this Form 4 entered into the following series of transactions to consolidate its ownership interests in the Partnership: (1) Western Refining Company, L.P. ("WRCLP") assigned (the "WRCLP Assignment") 6,998,500 common units and 6,643,730 subordinated units representing limited partner interests in the Issuer (the "Partnership Interest") to the Reporting Person; (2) immediately after the WRCLP Assignment, the Reporting Person contributed (the "Western Contribution") the Partnership Interest to Giant Industries, Inc. ("Giant"); and (3) immediately after the Western Contribution, Giant contributed (the "Giant Contribution", and together with the Western Contribution and the WRCLP Assignment, the "Consolidation Transactions") the Partnership Interest to Western Refining Southwest, Inc. ("WRSW").

2. (Continued from footnote 1) As a result of the Consolidation Transactions, WRSW is the record holder of 6,988,500 common units and 22,811,000 subordinated units.

3. WRSW is a wholly owned subsidiary of Giant and Giant is a wholly owned subsidiary of the Reporting Person. As a result of the Consolidation Transactions, the Reporting Person may be deemed to beneficially own the units of the Issuer directly owned by WRSW, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

4. Each subordinated unit will convert into one common unit representing a limited partner interest in the Issuer at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-190135).

Remarks:

WRSW has the right to appoint all of the directors of the Board of Directors of Western Refining Logistics GP, LLC, the general partner of the Issuer. WRSW is an indirect wholly owned subsidiary of the Reporting Person. Therefore, the Reporting Person may be deemed a director by deputization.

	/s/ Gary R. Dalke - Chief Financial Officer of Western Refining, Inc.	10/14/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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