SEC Form 4 · accession 0001571115-16-000018

CST BRANDS, LLC · CST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gerard J Sonnier

Officer — SVP, GC and Secretary

Period of report

Dec 27, 2016

Accepted (ET)

Dec 29, 2016 · 4:11 pm EST

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
Common Stock, Par Value $0.01^F1	Dec 27, 2016	M	602	—	A	14,575	D
Common Stock, Par Value $0.01^F1	Dec 27, 2016	M	3,436	—	A	18,011	D
Common Stock, Par Value $0.01^F1	Dec 27, 2016	M	5,796	—	A	23,807	D
Common Stock, Par Value $0.01^F2	Dec 27, 2016	M	125	$48.175	A	23,932	D
Common Stock, Par Value $0.01^F3	Dec 27, 2016	M	1,189	$48.175	A	25,121	D
Common Stock, Par Value $0.01^F4	Dec 27, 2016	M	2,303	$48.175	A	27,424	D
Common Stock, Par Value $0.01	Dec 27, 2016	F	4,127	$48.175	D	23,297	D
Common Stock, Par Value $0.01^F5	Dec 28, 2016	S	2,986	$48.20	D	20,311	D
Common Stock, Par Value $0.01	Dec 29, 2016	S	3,617	$48.32	D	16,694	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F6,F7	—	Dec 27, 2016	M	602	D	Nov 14, 2015	—	Common Stock	602	D
Restricted Stock Units^F6,F8	—	Dec 27, 2016	M	3,436	D	Mar 12, 2016	—	Common Stock	3,436	D
Restricted Stock Units^F6,F9	—	Dec 27, 2016	M	5,796	D	Mar 8, 2016	—	Common Stock	5,796	D
Stock Option (Right to Buy)^F10	$41.405	Dec 27, 2016	M	14,596	D	Mar 12, 2016	Mar 12, 2025	Common Stock	14,596	D
Stock Option (Right to Buy)^F11	$38.76	Dec 27, 2016	M	20,307	D	Mar 8, 2017	Mar 8, 2026	Common Stock	20,307	D
Stock Option (Right to Buy)^F12	$41.54	Dec 27, 2016	M	1,571	D	Nov 14, 2015	Nov 14, 2024	Common Stock	1,571	D

Explanation of responses

F1Shares of common stock, par value $0.01 ("Common Stock") of CST Brands, Inc. (the "Issuer") acquired upon vesting of restricted stock units.
F10On March 12, 2015, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. The last two tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
F11On March 8, 2016, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the three tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
F12On November 14, 2014, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the last tranche was vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
F2Net shares of Common Stock received after the exercise and swap of 1,571 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).
F3Net shares of Common Stock received after the exercise and swap of 14,596 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).
F4Net shares of Common Stock received after the exercise and swap of 20,307 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).
F5These shares were sold in multiple transactions on December 28, 2016 at the same price of $48.20.
F6Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
F7On November 14, 2014, the reporting person was granted 1,806 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. The last tranche was vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
F8On March 12, 2015, the reporting person was granted 5,154 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. The last two tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
F9On March 8, 2016, the reporting person was granted 5,796 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the three tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.