Amended Statement of Beneficial Ownership (sc 13d/a)
2017年6月2日 - 5:47AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 13)
*
Western
Refining, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
959319104
(CUSIP Number)
Paul L. Foster
123 W. Mills Avenue, Suite 600
El Paso, Texas 79901
(915) 504-7100
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
June 1
,
2017
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
£
Note
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1
|
NAME
OF
REPORTING PERSONS
Paul L. Foster
I.R.S.
IDENTIFICATION
NOS.
OF
ABOVE
PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE
APPROPRIATE
BOX
IF
A
MEMBER
OF
A
GROUP
(see
instructions)
(a)
o
(b)
x
|
3
|
SEC USE
ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
5
|
CHECK
BOX
IF
DISCLOSURE
OF
LEGAL
PROCEEDINGS
IS
REQUIRED
PURSUANT
TO
ITEM 2(d)
or
2(e)
o
|
6
|
CITIZENSHIP
OR
PLACE
OF
ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING
POWER
0
|
8
|
SHARED VOTING
POWER
0
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
10
|
SHARED DISPOSITIVE
POWER
0
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
0
|
12
|
CHECK
BOX
IF
THE
AGGREGATE AMOUNT
IN
ROW (11)
EXCLUDES
CERTAIN SHARES
(see
instructions)
o
|
13
|
PERCENT
OF
CLASS
REPRESENTED
BY
AMOUNT
IN
ROW
(11)
0.0%
|
14
|
TYPE
OF
REPORTING PERSON (see instructions)
IN
|
This Amendment No. 13 (the “
Amendment
”)
constitutes the thirteenth amendment to the Schedule 13D originally filed by Paul L. Foster (the “
Reporting Person
”),
with the Securities and Exchange Commission on January 31, 2006 (as amended through the date hereof, the “
Schedule 13D
”),
with respect to the common stock, $0.01 par value (the “
Common Stock
”), of Western Refining, Inc. (the “
Issuer
”).
Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect. Unless otherwise defined herein,
all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.
|
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended
by inserting the following:
On June 1, 2017 (the “
Closing
Date
”), pursuant to the Agreement and Plan of Merger, dated as of November 16, 2016, among the Issuer, Tesoro Corporation,
a Delaware corporation (“
Parent
”), Tahoe Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary
of Parent (“
Merger Sub 1
”), and Tahoe Merger Sub 2, LLC, a Delaware limited liability company and wholly owned
subsidiary of Parent (“
Merger Sub 2
”), Merger Sub 1 merged with and into the Issuer, with the Issuer surviving
the merger as a wholly-owned subsidiary of Parent (the “
Merger
”), and each share of Common Stock (other than
shares of Common Stock held by Parent, Merger Sub 1, Merger Sub 2, the Issuer or any of their respective direct or indirect subsidiaries)
was converted into the right to receive, at the holder’s election, either (a) 0.4350 shares of Parent common stock, par value
$0.16⅔ per share (“
Parent Common Stock
”) or (b) an amount in cash equal to $37.30 (subject to proration).
The Reporting Person disposed of 19,564,047
shares of Common Stock in the Merger, consisting of (i) 3,434,466 shares of Common Stock held by the Reporting Person and (ii)
16,129,581 shares of Common Stock held by Franklin Mountain Investments, LP, which the Reporting Person may be deemed to have voting
and dispositive power over, and in exchange received 8,510,359 shares of Parent Common Stock and cash in lieu of fractional shares.
As a result of the closing of the Merger, the Reporting Person no longer beneficially owns any shares of Common Stock.
The Voting and Support Agreement, dated
as of November 16, 2016, entered into by the Reporting Person with Parent terminated upon consummation of the Merger.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
(a)
As of the date hereof, the Reporting Person beneficially owns 0 shares of Common Stock.
(b)
As of the date hereof, the Reporting Person beneficially owns 0 shares of Common Stock.
(c) Except as otherwise described
herein, the Reporting Person has not engaged in any transactions in the Common Stock in the past 60 days.
(d) Not applicable.
(e) The Reporting Person ceased
to be a beneficial owner of more than five percent of the Common Stock on the Closing Date.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to the Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended
and supplemented with the information contained in Item 4 of this Amendment, which is hereby incorporated by reference.
Signatures
After reasonable inquiry and to the best
of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 1, 2017
|
By:
|
/s/ Paul L. Foster
|
|
Name: Paul L. Foster
|
|
|
Western Refining (NYSE:WNR)
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Western Refining (NYSE:WNR)
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