0000950103-17-005367.txt : 20170602 0000950103-17-005367.hdr.sgml : 20170602 20170602161959 ACCESSION NUMBER: 0000950103-17-005367 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170601 FILED AS OF DATE: 20170602 DATE AS OF CHANGE: 20170602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Western Refining, Inc. CENTRAL INDEX KEY: 0001339048 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 203472415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 BUSINESS PHONE: (915) 775-3488 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CORNELIUS SIGMUND L CENTRAL INDEX KEY: 0001409860 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32721 FILM NUMBER: 17888234 MAIL ADDRESS: STREET 1: C/O COLUMBIA PIPELINE GROUP, INC. STREET 2: 5151 SAN FELIPE, STE. 2500 CITY: HOUSTON STATE: TX ZIP: 77056 4 1 dp76901_4-cornelius.xml FORM 4 X0306 4 2017-06-01 1 0001339048 Western Refining, Inc. WNR 0001409860 CORNELIUS SIGMUND L C/O WESTERN REFINING, INC. 212 N. CLARK ST. EL PASO TX 79905 1 0 0 0 Common Stock 2017-06-01 4 D 0 25256 D 0 D Restricted Share Units 0 2017-06-01 4 D 0 12440 D Common Stock 12440 0 D Pursuant to the Agreement and Plan of Merger, dated as of November 16, 2016, by and among Western Refining, Inc. (the "Company"), Tesoro Corporation, a Delaware corporation ("Tesoro"), and certain other parties thereto (the "Merger Agreement"), each outstanding share of common stock of the Company was cancelled and converted into the right to receive, at the holder's election and subject to the terms of the Merger Agreement, either 0.4350 of a share of Tesoro common stock, which is referred to as the stock consideration, or $37.30 in cash, which is referred to as the cash consideration. Pursuant to the Merger Agreement, (a) each vested Restricted Share Unit ("RSU") was cancelled in exchange for an amount equal to the cash consideration; and (b) each unvested RSU or Company Other Award (as defined in the Merger Agreement) was assumed by Tesoro and converted into a Tesoro award on substantially similar terms, subject to adjustment of the number of shares based on the exchange ratio used to calculate the stock consideration, if applicable. /s/ Sigmund L. Cornelius 2017-06-01