SEC Form 4 · accession 0001278166-18-000006

CrossAmerica Partners LP · CAPL

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Circle K Stores Inc. ("Circle K") indirectly owns 100% of CST Brands, LLC ("CST"), the owner of CST USA Inc. ("CST USA"), which is the parent of CST Services LLC ("CST Services"). As a result, Circle K is deemed the beneficial owner of the CrossAmerica Partners LP (the "Partnership") common units owned by CST Services.
• F2Pursuant to that certain Amended and Restated Omnibus Agreement (the "Omnibus Agreement") by and among 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, a Delaware limited liability company, 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 July 24, 2017.
• F5CST and CST USA are indirect beneficial owners of the Common Units held by CST Services.