VALERO ENERGY CORP/TX — Director's Dealing 2011

Nov 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALERO ENERGY CORP/TX (VLO)
CIK: 0001035002
Period of Report: 2011-10-28

Reporting Person: KLESSE WILLIAM R (Director, COB, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-28	Common Stock, $.01 par value	A	126525	—	Acquired	929608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-28	Employee Stock Option (right to buy)	$26.3025	A	126525	Acquired	2021-10-28	Common Stock (126525)	Direct
2011-10-28	Performance Shares	$	A	253050	Acquired	2015-01-31	Common Stock ()	Direct

Footnotes

F1: Award of restricted stock subject to time vesting.

F2: The 929,608 amount does not include 24,993.2740 shares indirectly owned by the reporting person in a thrift plan.

F3: The stock options vest annually in equal increments over a three-year period beginning in October 2012.

F4: The performance shares vest annually in one-third increments beginning in January 2013 and are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.