SEC Form 4 · accession 0001367557-17-000008
CST BRANDS, LLC · CST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael H Wargotz
Director
Period of report
Jun 28, 2017
Accepted (ET)
Jun 30, 2017 · 1:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001562039
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.01F1,F2,F3 | Jun 28, 2017 | M | 2,793 | $0.00 | A | 17,770 | D | |
| Common Stock, Par Value $0.01F1,F2,F3 | Jun 28, 2017 | D | 2,793 | $48.53 | D | 14,977 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3 | — | Jun 28, 2017 | M | 2,793 | D | — | — | Common Stock | 2,793 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F2On August 21, 2016, CST Brands, Inc., a Delaware corporation ("CST"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Circle K Stores Inc., a Texas corporation ("Circle K"), and Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Circle K ("Merger Sub"). Circle K is a wholly owned subsidiary of Alimentation Couche-Tard Inc ("ACT"). On June 28, 2017, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware, Merger Sub merged with and into CST (the "Merger"). At the effective time of the Merger (the "Effective Time"), the separate corporate existence of Merger Sub ceased, and CST survived the Merger as an indirect, wholly owned subsidiary of Circle K.
- F3As per the Merger Agreement (defined above), each award of RSUs that was outstanding immediately prior to the effective time, whether vested or unvested, became fully vested and was converted into the right to receive a cash payment equal to the product of (1) the number of shares of CST common stock subject to such award as of the effective time and (2) the merger consideration (as defined in the Merger Agreement).