VALERO ENERGY CORP/TX — Director's Dealing 2012

Nov 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALERO ENERGY CORP/TX (VLO)
CIK: 0001035002
Period of Report: 2012-11-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-09	Common Stock, $.01 par value	A	179383	—	Acquired	942872	Direct
2012-11-09	Common Stock, $.01 par value	F	65386	$29.2301	Disposed	877486	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-09	Employee Stock Option (right to buy)	$29.2301	A	92250	Acquired	2022-11-09	Common Stock (92250)	Direct
2012-11-09	Performance Shares	$	A	110700	Acquired	2016-01-31	Common Stock ()	Direct

Footnotes

F1: Award of restricted stock subject to time vesting.

F2: Shares withheld to satisfy tax obligation for restricted stock holdings.

F3: The 877,486 amount does not include 25,607.6250 shares indirectly owned by the reporting person in a thrift plan.

F4: The options become exercisable, if at all, annually in equal one-third increments if the reported market price of the issuer's common stock on the NYSE equals or exceeds 25 percent of the options' exercise price.

F5: The performance shares vest annually in one-third increments beginning in January 2014 and are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.