SEC Form 4 · accession 0001562039-16-000182
CrossAmerica Partners LP · CAPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
CST BRANDS, INC.
10% Owner
Period of report
Feb 25, 2016
Accepted (ET)
Feb 29, 2016 · 5:41 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 UnitsF1,F2,F3 | Feb 25, 2016 | C | 6,786,499 | — | A | 13,602,051 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 25, 2016, the 6,786,499 subordinated units representing limited partner interests in the Issuer (the "Subordinated Units") held by Joseph V. Topper, Jr. converted on a one-to-one basis (the "Conversion") to common units representing limited partner interests in the Issuer (the "Common Units") as prescribed in the First Amended and Restated Limited Partnership Agreement of the Issuer, dated October 30, 2012, as amended.
- F2Pursuant to that certain Voting Agreement dated as of October 1, 2014 (the "Voting Agreement") by and among Joseph V. Topper, Jr., 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. and Lehigh Gas Corporation (collectively, the "Topper Group"), each member of the Topper Group agreed that at any meeting of the holders of Common Units or Subordinated Units of the Issuer it would vote (or cause to be voted) its Common Units or Subordinated Units of the Issuer that are subject to the Voting Agreement in accordance with the recommendations of the Board of Directors of the general partner of the Issuer, which is wholly owned and controlled by the Reporting Person. Accordingly, CST may be deemed to have acquired beneficial ownership of the Common Units held by the Topper Group and subject to the Voting Agreement, including any Common Units acquired after the date of the Voting Agreement and the Common Units acquired by Mr. Topper as a result of the Conversion.
- F3The number of Common Units indirectly owned by the Reporting Person includes 652,321 Common Units held by Mr. Topper that may be deemed beneficially owned by the Reporting Person by virtue of the terms and conditions of the Voting Agreement.