SEC Form 4 · accession 0000899243-16-014739

CrossAmerica Partners LP · CAPL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Joseph V. Topper Jr.

Director · 10% Owner

Period of report

Feb 25, 2016

Accepted (ET)

Feb 29, 2016 · 7:29 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001538849

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Units^F1,F6	Feb 25, 2016	C	19,288	—	A	155,592	D
Common Units^F2,F1,F6	Feb 25, 2016	C	93,211	—	A	163,211	I	By Foundation
Common Units^F3,F1,F6	Feb 25, 2016	C	1,358,698	—	A	1,854,943	I	By Energy Realty Partners, LLC
Common Units^F4,F1,F6	Feb 25, 2016	C	3,732,216	—	A	3,752,216	I	By Dunne Manning Inc.
Common Units^F5,F1,F6	Feb 25, 2016	C	1,583,086	—	A	1,583,086	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Subordinated Units^F1	—	Feb 25, 2016	C	19,288	D	—	—	Common Units	19,288	D
Subordinated Units^F1,F2	—	Feb 25, 2016	C	93,211	D	—	—	Common Units	93,211	I
Subordinated Units^F1,F3	—	Feb 25, 2016	C	1,358,698	D	—	—	Common Units	1,358,698	I
Subordinated Units^F1,F4	—	Feb 25, 2016	C	3,732,216	D	—	—	Common Units	3,732,216	I
Subordinated Units^F1,F5	—	Feb 25, 2016	C	1,583,086	D	—	—	Common Units	1,583,086	I

Explanation of responses

F1On February 25, 2016, the 6,786,499 subordinated units representing limited partner interests in the Issuer (the "Subordinated Units") directly or indirectly held by the Reporting Person converted (the "Conversion") on a one-to-one basis to common units representing limited partner interests in the Issuer (the "Common Units") as prescribed in the First Amended and Restated Limited Partnership Agreement of the Issuer, dated October 30, 2012, as amended.
F2The reported Subordinated Units were beneficially owned pre-Conversion, and the Common Units received as a result of the Conversion are beneficially owned, by a foundation controlled by the Reporting Person.
F3The reported Subordinated Units were beneficially owned pre-Conversion, and the Common Units received as a result of the Conversion are beneficially owned, by Energy Realty Partners, LLC, an entity indirectly owned and controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these Common Units except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of all of these Common Units for purposes of Section 16 or for any other purpose.
F4The reported Subordinated Units were beneficially owned pre-Conversion, and the Common Units received as a result of the Conversion are beneficially owned, by Dunne Manning, Inc. (f/k/a Lehigh Gas Corporation), an entity wholly owned by the Reporting Person.
F5The reported Subordinated Units were beneficially owned pre-Conversion, and the Common Units received as a result of the Conversion are beneficially owned, by entities that are wholly owned (either directly or indirectly) by the Reporting Person: MMSCC II, LLC, ERNJ, LLC, JVT-JMG EROP Holdings, LP and Kwik-Pik Ohio, LLC.
F6Pursuant to a voting agreement, CST Brands, Inc., the owner of the general partner of the Issuer, has the right to direct the vote, under certain circumstances, of all of the Common Units beneficially owned by the Reporting Person, including the 6,786,499 Common Units issued as a result of the Conversion.