SEC Form 4 · accession 0001556587-18-000004
CrossAmerica Partners LP · CAPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph V. Topper Jr.
Director · 10% Owner
Period of report
Apr 26, 2018
Accepted (ET)
Apr 30, 2018 · 4:46 pm 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,F2,F3 | Apr 26, 2018 | M | 1,928 | — | A | 165,472 | D | |
| Common UnitsF2,F4,F5 | Apr 26, 2018 | M | 10,997 | — | A | 176,469 | D | |
| Common UnitsF2,F6,F7 | Apr 26, 2018 | M | 16,022 | — | A | 192,491 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profits InterestsF3 | $0.00 | Apr 26, 2018 | M | 1,928 | A | — | — | Common Units | 1,928 | 0 | D |
| Profits InterestsF5 | $0.00 | Apr 26, 2018 | M | 10,997 | A | — | — | Common Units | 10,997 | 0 | D |
| Profits InterestsF7 | $0.00 | Apr 26, 2018 | M | 16,022 | A | — | — | Common Units | 16,022 | 0 | D |
Explanation of responses
- F1The Reporting Person acquired the reported securities as a result of the redemption by the Issuer of certain class B units ("Class B Units") in LGP Operations LLC ("LGP Operations"), a wholly owned subsidiary of the Issuer, owned by the Reporting Person. Each Class B Unit represents a profits interest in LGP Operations (the "Profits Interests"). The vested Profits Interests owned by the Reporting Person became eligible for redemption on March 15, 2017, pursuant to the award agreement related to the Profits Interests.
- F2As provided in the Amended and Restated Omnibus Agreement of LGP Operations LLC, dated March 4, 2014, as amended, prior to redemption, the Issuer elected to redeem the vested Profits Interests in exchange for common units of the Issuer on a one-to-one basis.
- F3The Profits Interests were issued to the Reporting Person under the Lehigh Gas Partners 2012 Long Term Incentive Plan on March 14, 2014 and vested in full on March 15, 2017.
- F4The Reporting Person acquired the reported securities as a result of the redemption by the Issuer of certain class B units ("Class B Units") in LGP Operations LLC ("LGP Operations"), a wholly owned subsidiary of the Issuer, owned by the Reporting Person. Each Class B Unit represents a profits interest in LGP Operations (the "Profits Interests"). The vested Profits Interests owned by the Reporting Person became eligible for redemption on March 4, 2017, pursuant to the award agreement related to the Profits Interests.
- F5The Profits Interests were issued to the Reporting Person under the Lehigh Gas Partners 2012 Long Term Incentive Plan on March 4, 2015 and vested in full on March 4, 2017.
- F6The Reporting Person acquired the reported securities as a result of the redemption by the Issuer of certain class B units ("Class B Units") in LGP Operations LLC ("LGP Operations"), a wholly owned subsidiary of the Issuer, owned by the Reporting Person. Each Class B Unit represents a profits interest in LGP Operations (the "Profits Interests"). The vested Profits Interests owned by the Reporting Person became eligible for redemption on March 12, 2017, pursuant to the award agreement related to the Profits Interests.
- F7The Profits Interests were issued to the Reporting Person under the Lehigh Gas Partners 2012 Long Term Incentive Plan on March 12, 2015 and vested in full on March 12, 2017.