SEC Form 4 · accession 0001562039-16-000198

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

• F1Pursuant 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").
• F2On March 28, 2016, CST Services delivered a quarterly invoice to the Partnership to settle the Management Fee for the fourth quarter of 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.
• F3The 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 under the Omnibus Agreement.
• F4CST and CST USA are indirect beneficial owners of the Common Units held by CST Services.