SEC Form 4 · accession 0001562039-15-000106
CrossAmerica Partners LP · CAPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 9, 2015
Accepted (ET)
Oct 13, 2015 · 4:38 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 UnitsF2 | Oct 9, 2015 | P | 10,000 | $26.5814 | A | 5,547,682 | I | See Footnote |
| Common UnitsF3,F4,F2 | Oct 9, 2015 | J | 114,256 | $23.3619 | A | 5,661,938 | I | See Footnote |
| Common UnitsF2 | Oct 12, 2015 | P | 10,000 | $26.6761 | A | 5,671,938 | I | See Footnote |
| Common UnitsF2 | Oct 13, 2015 | P | 10,000 | $26.3479 | A | 5,681,938 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a unit purchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, approved by the independent executive committee of the Board of Directors of CST Brands, Inc. ("CST"), authorizing CST and its subsidiaries to purchase up to an aggregate of $50 million of common units of CrossAmerica Partners LP (the "Common Units"), CST Services LLC ("CST Services"), a direct wholly owned subsidiary of CST USA Inc. ("CST USA"), a direct wholly owned subsidiary of CST, purchased the Common Units reported in this Form 4 pursuant to a Rule 10b5-1 trading plan adopted by CST Services adopted on September 18, 2015.
- F2CST and CST USA are indirect beneficial owners of the Common Units held by CST Services.
- F3Pursuant to that certain Amended and Restated Omnibus Agreement by and among CrossAmerica Partners LP, a Delaware limited partnership (the "Partnership"), CrossAmerica GP LLC, a Delaware limited liability company and the 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 "Omnibus Agreement"), the Partnership is required to pay to CST Services a management fee for providing services to the Partnership (the "Management Fee"). On July 10, 2015, the board of directors of the General Partner, based on the approval and recommendation of the independent conflicts committee of the General Partner, determined it in the best interests of the Partnership to pay the Management Fee to CST Services in newly issued common units representing limited partner interests in the Partnership ("Common Units") in lieu of cash.
- F4The price of the acquired Common Units was determined using a 20-day trailing volume weighted average price ending on the business day prior to October 9, 2015, the date of the quarterly invoice issued by CST to the Partnership under the Omnibus Agreement.