Western Refining, Inc. 4
4 · Western Refining, Inc. · Filed Jun 2, 2017
Insider Transaction Report
Form 4
LAMP DAVID L
President and COO
Transactions
- Disposition to Issuer
Phantom Stock
2017-06-01−80,817→ 0 totalExercise: $0.00→ Common Stock (80,817 underlying) - Disposition to Issuer
Common Stock
2017-06-01−173,769→ 0 total - Disposition to Issuer
Restricted Share Units
2017-06-01−53,534→ 0 totalExercise: $0.00→ Common Stock (53,534 underlying)
Footnotes (2)
- [F1]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.
- [F2]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), including each Phantom Stock award, 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.