SEC Form 4 · accession 0000899243-18-006291
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 owners
CIRCLE K STORES INC
10% Owner
CST BRANDS, LLC
10% Owner
CST Services LLC
10% Owner
CST USA INC.
10% Owner
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 12:18 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 UnitsF2,F3,F4,F5 | Mar 1, 2018 | J | 136,882 | $24.1084 | A | 7,206,892 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Circle K Stores Inc. indirectly owns 100% of CST Brands, LLC, the owner of CST USA Inc., which is the parent of CST Services LLC. As a result, Circle K Stores Inc. is deemed the beneficial owner of the CAPL common units owned by CST Services LLC.
- F2Pursuant to that certain Amended and Restated Omnibus Agreement (the "Omnibus Agreement") by and among CrossAmerica Partners LP, a Delaware limited partnership (the "Partnership"), CrossAmerica GP LLC, a Delaware limited liability company and general partner of the Partnership (the "General Partner"), Lehigh Gas Corporation, a Delaware corporation, CST Services LLC, a Delaware limited liability company ("CST Services"), and Joseph V. Topper, Jr., the Partnership is required to pay to CST Services a management fee for providing services to the Partnership (the "Management Fee").
- F3The board of directors of the General Partner, based on the approval and recommendation of the independent conflicts committee of the General Partner, determined it is in the best interests of the Partnership to pay the Management Fee to CST Services in whole or in part in newly issued common units representing limited partner interests in the Partnership ("Common Units") in lieu of cash.
- F4Pursuant to the Omnibus Agreement, the price of the acquired Common units was determined using a 20-day trailing volume weighted average price ending on the business day prior to the quarterly invoice date of February 6, 2018.
- F5CST and CST USA are indirect beneficial owners of the Common Units held by CST Services.