UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2011
WESTERN REFINING, INC.
(Exact name of Registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  001-32721
(Commission
File Number)
  20-3472415
(IRS Employer Identification
Number)
123 W. Mills Ave., Suite 200
El Paso, Texas 79901
(Address of principal executive offices)
(915) 534-1400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01   Other Events.
Western Refining, Inc.’s (the “Company”) 5.75% Convertible Senior Notes due 2014 (the “Notes”) will be convertible, at the option of the holder, during the period commencing on, and including, April 1, 2011, and ending on, and including, June 30, 2011. The conversion right was triggered on March 17, 2011, when the last reported sale price of the Company’s common stock exceeded $14.04 for the twentieth day in the thirty consecutive trading day period ending on the last trading day of the calendar quarter (which thirty day period will end on March 31, 2011). If any Notes are surrendered for conversion, the Company may elect to satisfy its obligations upon conversion through the delivery of shares of its common stock, in cash or a combination thereof.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  WESTERN REFINING, INC.
 
 
  By:   /s/ Gary R. Dalke    
    Name:   Gary R. Dalke   
    Title:   Chief Financial Officer   
 
Dated: March 18, 2011