SEC Form 4 · accession 0001571115-17-000006
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
Jun 28, 2017
Accepted (ET)
Jun 30, 2017 · 4:46 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,F4 | Jun 28, 2017 | M | 4,347 | — | A | 4,347 | D | |
| Common Stock, Par Value $0.01F5,F6,F7 | Jun 28, 2017 | M | 3,427 | $0.00 | A | 7,774 | D | |
| Common Stock, Par Value $0.01F1,F2 | Jun 28, 2017 | D | 7,774 | $48.35 | D | 14,829 | 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 UnitsF3,F1,F2 | — | Jun 28, 2017 | M | 4,347 | A | Feb 16, 2018 | — | Common Stock | 4,347 | 0 | D |
| Market Stock UnitF6,F1,F5 | — | Jun 28, 2017 | M | 3,427 | A | Mar 8, 2019 | — | Common Stock | 3,427 | 0 | D |
Explanation of responses
- F1On August 21, 2016, CST Brands, Inc., a Delaware corporation ("CST" or "Issuers"), 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.
- F2As 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).
- F3Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
- F4March 8, 2016, the reporting person was granted 5,796 restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs.
- F5Shares of Common Stock acquired upon vesting of market stock units ("MSUs"). As per the Merger Agreement (defined above), each award of MSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested at 142% of the MSU awards granted.
- F6Each MSU represents a contingent right to receive one share of the Issuer's Common Stock. See Note 9 regarding the conversion of outstanding MSUs.
- F7On March 8, 2016, the reporting person was granted MSUs that vest in three years from the grant date. See Note 9 regarding the conversion of outstanding MSUs.