FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Waters Stephen M
2. Issuer Name and Ticker or Trading Symbol

VALERO ENERGY CORP/TX [ VLO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

P.O. BOX 696000
3. Date of Earliest Transaction (MM/DD/YYYY)

4/30/2020
(Street)

SAN ANTONIO, TX 78269-6000
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value 4/30/2020  A  1933 A$0 10954 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Units  (2)4/30/2020  D     1933  4/30/2020 4/30/2020 Common Stock 1933 $0 0 D  
Stock Units  (3)4/30/2020  A   3630    4/30/2021 4/30/2022 Common Stock 3630 $0 3630 D  

Explanation of Responses:
(1) In addition to the 10,954 shares that are directly beneficially owned by the reporting person, there are an additional 500 shares indirectly owned by the reporting person in a trust for which the reporting person serves as a beneficiary.
(2) Each stock unit represents a right to receive one share of common stock. On April 30, 2020, 1,933 stock units were settled in an equal number of shares of common stock.
(3) Each stock unit represents a right to receive one share of common stock. The stock units are scheduled to vest in one year, subject to a one-year hold requirement per the terms of a Stock Unit Award Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Waters Stephen M
P.O. BOX 696000
SAN ANTONIO, TX 78269-6000
X



Signatures
Ethan A. Jones, as Attorney-in-Fact for Stephen M. Waters5/4/2020
**Signature of Reporting PersonDate

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