SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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. 7)*
 
Western Refining, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
959319 10 4
(CUSIP Number)
 
Paul L. Foster
123 W. Mills Avenue, Suite 200
El Paso, Texas 79901
(915) 534-1400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
March 3, 2014
 (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.
 
(Continued on following pages)
 
(Page 1 of 7 Pages)
 
* 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).
 
 
 
 
 

 
CUSIP No. 959319 10 4
13D
Page 2 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
Franklin Mountain Investments Limited Partnership
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
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
15,654,581
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
15,654,581
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,654,581 (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.5%
14
TYPE OF REPORTING PERSON (see instructions)
 
PN
(1)
Of the shares indicated as beneficially owned by Franklin Mountain Investments Limited Partnership, Franklin Mountain Investments Limited Partnership has shared voting and shared dispositive power over all of the shares. Paul L. Foster holds a 100% interest in Franklin Mountain Investments Limited Partnership and is the sole stockholder and President of Franklin Mountain G.P, LLC, (“FMGP”) the General Partner of Franklin Mountain Investments Limited Partnership, and as such, Paul L. Foster may be deemed to have voting and dispositive power over all of its shares.
 
 
 
2
 
 
 
This Amendment No. 7 (the “Amendment”) constitutes the seventh amendment to the Schedule 13D originally filed by Franklin Mountain Investments Limited Partnership (the “Reporting Person”), with the Securities and Exchange Commission on August 3, 2007, and amended by Amendment No. 1 to such Schedule 13D filed on August 27, 2007, Amendment No. 2 to such Schedule 13D filed on March 23, 2009, Amendment No. 3 to such Schedule 13D filed on December 10, 2010, Amendment No. 4 to such Schedule 13D filed on January 13, 2012, Amendment No. 5 to such Schedule 13D filed on July 23, 2012 and Amendment No. 6 to such Schedule 13D filed on June 21, 2013 (as so amended, 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 and restated by deleting the information contained therein and inserting the following:
 
“See Item 3 above.
 
On July 26, 2007, the general and limited partners of RHC Holdings, L.P., namely: (i) WRCRC, as general partner and (ii) Paul L. Foster, Jeff A. Stevens, the Reporting Person, Ralph A. Schmidt and Scott D. Weaver as limited partners (collectively with WRCRC, the “Partners”) approved a pro rata distribution in kind to the Partners of all of the shares of Common Stock held by RHC Holdings, L.P. on August 2, 2007 (the “Distribution”). As a result of the Distribution, the Partners directly held the shares of Common Stock that they previously held indirectly through their respective ownership interests in RHC.
 
On August 2, 2007, the Partners entered into a Voting Agreement which provided for the voting of certain of their shares of Common Stock and granted an irrevocable proxy to vote such shares to Paul L. Foster. On March 20, 2009, the Partners entered into an Amended and Restated Voting Agreement (the Voting Agreement, as so amended and restated, the “Voting Agreement”). On December 10, 2010, the Voting Agreement was terminated by the parties thereto.
 
On August 22, 2007, Paul L. Foster donated 1,000,000 shares of Common Stock beneficially owned by Mr. Foster to a non-profit institution.
 
On March 26, 2008 and 2009, respectively, the Issuer granted 58,240 and 18,721 restricted shares of Common Stock to Paul L. Foster as a form of long-term, equity-based compensation. These restricted shares vested over three years from the date of grant.
 
On June 10, 2009, the Issuer publicly offered shares of its Common Stock and 5.75% Convertible Senior Notes Due 2014 (the “Notes”). Each $1,000 principal amount of the Notes was initially convertible into 92.5926 shares of Common Stock upon the occurrence of certain events, as described in the Issuer’s prospectus supplement relating to the Notes dated June 4, 2009. As part of the public offering, the Reporting Person purchased 166,667 shares of Common Stock and $1,500,000 principal amount of the Notes.  On August 15, 2012, the Reporting Person sold all of its Notes.  On June 16, 2014, the Issuer settled the then aggregate principal amount of Notes outstanding by issuing approximately 22.76 million shares of Common Stock.
 
On several occasions in 2011, through unsolicited broker transactions, the Reporting Person and Paul L. Foster sold an aggregate of 2,040,000 and 1,020,000 shares of Common Stock, respectively, pursuant to the 2011 Sales Plan (as defined below).
 
On several occasions in 2012, through unsolicited broker transactions, the Reporting Person and Paul L. Foster sold an aggregate of 1,000,000 and 2,000,000 shares of Common Stock, respectively, pursuant to the 2011 Sales Plan (as defined below).  These amounts include the sales described in Item 5(c) below.
 
From August 22 to August 24, 2012, WRC Refining Company (“WRCRC”), sold all of its 807,302 shares of Common Stock through unsolicited broker transactions.  Mr. Foster is the controlling stockholder and Chief Executive Officer of WRCRC.
 
 
 
3
 
 
 
From May 20 to May 21, 2013, through unsolicited broker transactions, Paul L. Foster sold an aggregate of 500,000 shares of Common Stock.
 
On May 20, 2013, Paul L. Foster transferred 300,000 shares of Common Stock beneficially owned by the Reporting Person to a non-profit institution.
 
On several occasions from June 21, 2013 through March 3, 2014, through unsolicited broker transactions, Paul L. Foster and the Reporting Person sold an aggregate of 400,000 shares and 400,000 shares of Common Stock, respectively.
 
From April 1, 2014 through August 29, 2014, Paul L. Foster and the Reporting Person sold an aggregate of 350,000 shares and 350,000 shares, of Common Stock, respectively, through unsolicited broker transactions, and on May 13, 2014, Paul L. Foster donated 150,000 shares of Common Stock to a non-profit institution.
 
Except as disclosed herein, as has been and may be disclosed by the Issuer from time to time, and except that the Reporting Person may, from time to time or at any time, subject to market and general economic conditions, the requirements of federal or state securities laws and other factors, purchase additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the shares of Common Stock now owned or hereafter acquired by the Reporting Person to one or more purchasers, as of the date of this Schedule 13D, the Reporting Person has no plans or proposals which relate to or would result in any of the following actions:
 
 
·
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
 
 
·
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
 
·
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
 
 
·
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
 
·
any material change in the present capitalization or dividend policy of the Issuer;
 
 
·
any other material change in the Issuer’s business or corporate structure;
 
 
·
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
 
 
·
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
 
·
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
 
·
any action similar to any of those enumerated above.
 
Depending on the factors described in the preceding paragraph, and other factors which may arise in the future, the Reporting Person may be involved in such matters and, depending on the facts and circumstances at such time, may formulate a plan with respect to such matters. In addition, the Reporting Person may entertain discussions with, or make proposals to, the Issuer, to other stockholders of the Issuer or to third parties.”
 
 
 
4
 
 
 
Item 5. Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is hereby amended and restated by deleting the information contained therein and inserting the following:
 
“(a)(i) The Reporting Person is currently the beneficial owner of 15,654,581 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and there being 101,087,370 shares of Common Stock issued (excluding treasury shares), constitutes 15.5% of the outstanding shares of Common Stock.
 
As of June 16, 2014, the Reporting Person was the beneficial owner of 15,904,581 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and there being 102,588,570 shares of Common Stock issued (excluding treasury shares) as of June 16, 2014, constituted 15.5% of the outstanding shares of Common Stock as of that date.
 
As of March 3, 2014, the Reporting Person was the beneficial owner of 16,004,581 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and there being 79,729,404  shares of Common Stock issued (excluding treasury shares) as of March 3, 2014, constituted 20.1% of the outstanding shares of Common Stock as of that date.
 
Of the shares indicated as currently beneficially owned, and beneficially owned as of March 3, 2014 and June 16, 2014, by the Reporting Person, the Reporting Person has, and had, shared voting and shared dispositive power over such shares respectively.  Paul L. Foster currently holds, and held as of March 3, 2014 and June 16, 2014, a 100% interest in the Reporting Person and as of March 3, 2014 and June 16, 2014, was, and also presently is, the sole stockholder and President of FMGP and as such, may be deemed to have voting and dispositive power over all of its shares.
 
  (ii) Mr. Foster is currently the beneficial owner of 19,258,509 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 19.1% of the outstanding shares of Common Stock.
 
As of June 16, 2014, Mr. Foster was the beneficial owner of 19,756,818 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 19.3% of the outstanding shares of Common Stock as of such date.
 
As of March 3, 2014, Mr. Foster was the beneficial owner of 20,106,818 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 25.2% of the outstanding shares of Common Stock as of such date.
 
 (b)(i) Of the shares indicated as beneficially owned by the Reporting Person in Item 5(a)(i) above, the Reporting Person currently has, and had as of June 16, 2014 and March 3, 2014, shared voting and shared dispositive power over all of the shares. Paul L. Foster holds, and held as of June 16, 2014 and March 3, 2014, a 100% interest in the Reporting Person and is the sole stockholder and President of FMGP and as such, may be deemed to have voting and dispositive power over all of its shares currently held, and held as of June 16, 2014 and March 3, 2014.
 
 (ii) Of the shares indicated as beneficially owned by Mr. Foster in Item 5(a)(ii) above, Mr. Foster currently has shared voting and shared dispositive power for 15,654,581 shares, and had shared voting and shared dispositive power for 15,904,581 shares as of June 16, 2014 and 16,004,581 shares as of March 3, 2014, which are, and were as of June 16, 2014 and March 3, 2014, respectively, beneficially owned by the Reporting Person, in which Mr. Foster currently holds, and held as of June 16, 2014 and March 3, 2014, a 100% interest. Mr. Foster has, sole voting and sole dispositive power over the remaining 3,603,928 shares and had sole voting and sole dispositive power over 3,852,237 shares held as of June 16, 2014 and, 4,102,237 shares held as of March 3, 2014.
 
(c) As part of the transactions described in Item 4 of this Schedule 13D,  the Reporting Person and Paul L. Foster have effected the transactions described below through unsolicited broker transactions in the Common Stock   during the 60 days prior to and including March 3, 2014 through the date hereof.
 

 
5
 
 
 
60 days prior to and including March 3, 2014 through the date hereof - Reporting Person and Paul L. Foster
 
 
Transaction Date
 
Effected by
 
Transaction Type
 
Amount of Shares
 
Average Price per Share
December 2, 2013
Paul L. Foster
Sale
15,951
$39.3194
December 2, 2013
Paul L. Foster
Sale
34,049
$40.2926
December 2, 2013
Reporting Person
Sale
15,949
$39.3194
December 2, 2013
Reporting Person
Sale
34,051
$40.2926
January 2, 2014
Paul L. Foster
Sale
34,300
$42.2659
January 2, 2014
Paul L. Foster
Sale
15,700
$42.8029
January 2, 2014
Reporting Person
Sale
34,300
$42.2659
January 2, 2014
Reporting Person
Sale
15,700
$42.8029
February 10, 2014
Paul L. Foster
Sale
48,400
$36.3338
February 10, 2014
Paul L. Foster
Sale
1,600
$37.1214
February 10, 2014
Reporting Person
Sale
48,400
$36.3338
February 10, 2014
Reporting Person
Sale
1,600
$37.1214
March 3, 2014
Paul L. Foster
Sale
47,178
$35.9521
March 3, 2014
Paul L. Foster
Sale
2,822
$36.6723
March 3, 2014
Reporting Person
Sale
47,102
$35.951
March 3, 2014
Reporting Person
Sale
2,898
$36.6698
April 1, 2014
Paul L. Foster
Sale
 32,851
$39.129
April 1, 2014
Paul L. Foster
Sale
 17,149
$39.9305
April 1, 2014
Reporting Person
Sale
32,849
$39.129
April 1, 2014
Reporting Person
Sale
17,151
$39.9305
May 12, 2014
Paul L. Foster
Sale
48,750
$40.8108
May 12, 2014
Paul L. Foster
Sale
1,250
$41.1785
May 12, 2014
Reporting Person
Sale
48,749
$40.8109
May 12, 2014
Reporting Person
Sale
1,251
$41.1785
August 27, 2014
Paul L. Foster
Sale
69,037
$46.2136
August 27, 2014
Reporting Person
Sale
69,036
$46.2135
August 28, 2014
Paul L. Foster
Sale
164,328
$46.0426
August 28, 2014
Reporting Person
Sale
164,328
$46.0426
August 29, 2014
Paul L. Foster
Sale
16,635
$46.5487
August 29, 2014
Reporting Person
Sale
16,636
$46.5487
 
In addition to the table above, on May 13, 2014, Paul. L. Foster donated 150,000 shares of Common Stock to a non-profit institution.
 
 (d) No other person is currently known, or was known as of June 16, 2014 or March 3, 2014, by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.
 
 (e) Not applicable.”
 
 
 
6
 
 
 
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:
September 24, 2014
  
 
Franklin Mountain Investments Limited Partnership
 
By: Franklin Mountain G.P., LLC, General Partner
   
   
By:
/s/ Paul L. Foster
     
Name:           Paul L. Foster
     
Title:           President
 

 
7