VALERO ENERGY CORP/TX — Director's Dealing 2014

Oct 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALERO ENERGY CORP/TX (VLO)
CIK: 0001035002
Period of Report: 2014-10-23

Reporting Person: Browning Jay D. (EVP & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-23	Common Stock, $.01 par value	A	13750	—	Acquired	152952	Direct
2014-10-23	Common Stock, $.01 par value	F	5769	$48.565	Disposed	147183	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-23	Employee Stock Option (right to buy)	$48.565	A	7640	Acquired	2024-10-23	Common Stock (7640)	Direct
2014-10-23	Performance Shares	$	A	9170	Acquired	2018-01-31	Common Stock ()	Direct

Footnotes

F1: Award of restricted common shares subject to time vesting.

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

F3: The 147,183 amount does not include 356.1187 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 2016 and are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.