VALERO ENERGY CORP/TX — Director's Dealing 2013

Nov 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALERO ENERGY CORP/TX (VLO)
CIK: 0001035002
Period of Report: 2013-11-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-08	Common Stock, $.01 par value	A	133230	—	Acquired	1165318	Direct
2013-11-08	Common Stock, $.01 par value	F	55890	$39.665	Disposed	1109428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-08	Employee Stock Option (right to buy)	$39.665	A	74010	Acquired	2023-11-08	Common Stock (74010)	Direct
2013-11-08	Performance Shares	$	A	88820	Acquired	2017-01-31	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 1,109,428 amount does not include 26,160.656 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 2015 and are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.