SEC Form 4 · accession 0001054032-17-000002
CrossAmerica Partners LP · CAPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S Eugene Edwards
Director
Period of report
Jun 28, 2017
Accepted (ET)
Jun 30, 2017 · 10:13 am EDT
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 UnitsF1 | Jun 28, 2017 | M | 1,341 | — | A | 21,257 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF1,F2 | — | Jun 28, 2017 | M | 1,341 | D | — | — | Common Units | 1,341 | 0 | D |
Explanation of responses
- F1Each phantom unit was the economic equivalent of one common unit ("Common Unit") representing a limited partner interest in CrossAmerica Partners LP (the "Issuer"). The reporting person acquired Common Units upon vesting of the phantom units.
- F2Phantom units vested on June 28, 2017 as per the Change in Control (as described herein) provision of the award agreement, and were converted into common units at the discretion of the Issuer.On June 28, 2017, CST Brands, Inc. ("CST") became an indirect, wholly owned subsidiary of Circle K Stores Inc. ("Circle K") pursuant to the Agreement and Plan of Merger, by and among CST, Circle K and Ultra Acquisition Corp. (the "Merger"). Since October 1, 2014, CST has indirectly owned all of the equity interests of the sole member of CrossAmerica GP LLC (the "General Partner"), the general partner of CrossAmerica Partners LP (the "Partnership"). As a result of the Merger, Circle K indirectly acquired all of the equity interests in the General Partner. Circle K, through its ownership interest in the General Partner, has the ability to appoint all of the members of the board of directors of the General Partner and to manage the operations and activities of the Partnership.