SEC Form 4 · accession 0001572905-17-000013

CST BRANDS, LLC · CST

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

Reporting owner

Charles (Hal) Adams

Officer — President Retail Operations

Period of report

Jun 28, 2017

Accepted (ET)

Jun 30, 2017 · 4:32 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
Common Stock, Par Value $0.01^F1,F2,F3,F4	Jun 28, 2017	M	20,685	—	A	20,685	D
Common Stock, Par Value $0.01^F1,F2,F3,F5	Jun 28, 2017	M	5,734	—	A	26,419	D
Common Stock, Par Value $0.01^F1,F2,F3,F6	Jun 28, 2017	M	1,868	—	A	28,287	D
Common Stock, Par Value $0.01^F7	Jun 28, 2017	M	20,094	$48.53	A	48,381	D
Common Stock, Par Value $0.01^F8	Jun 28, 2017	M	10,751	$48.53	A	59,132	D
Common Stock, Par Value $0.01^F9,F10,F11	Jun 28, 2017	M	11,542	$0.00	A	70,674	D
Common Stock, Par Value $0.01^F1,F2	Jun 28, 2017	D	70,674	$48.53	D	11,310	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F3,F1,F2,F4	—	Jun 28, 2017	M	20,685	A	Feb 16, 2018	—	Common Stock	20,685	D
Restricted Stock Units^F3,F1,F2,F5	—	Jun 28, 2017	M	5,734	A	Mar 8, 2018	—	Common Stock	5,734	D
Restricted Stock Units^F3,F1,F2,F6	—	Jun 28, 2017	M	1,868	A	Mar 12, 2017	—	Common Stock	1,868	D
Stock Option (Right to Buy)	$38.76	Jun 28, 2017	M	20,094	A	Mar 8, 2018	Mar 8, 2026	Common Stock	20,094	D
Stock Option (Right to Buy)	$41.405	Jun 28, 2017	M	10,751	A	Mar 12, 2018	Mar 12, 2025	Common Stock	10,751	D
Market Stock Unit^F10,F1,F9	—	Jun 28, 2017	M	11,542	A	Mar 8, 2019	—	Common Stock	11,542	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.
F10Each MSU represents a contingent right to receive one share of the Issuer's Common Stock. See Note 9 regarding the conversion of outstanding MSUs.
F11On March 8, 2016, the reporting person was granted 8,128 MSUs that vest in three years from the grant date. See Note 9 regarding the conversion of outstanding MSUs.
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.
F4On February 16, 2017, the reporting person was granted 20,685 restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs.
F5On March 8, 2016, the reporting person was granted 8,601 restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of the outstanding RSUs.
F6On March 12, 2015, the reporting person was granted 5,604 restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of the outstanding RSUs.
F7Net shares of Common Stock received after the exercise and swap of 20,094 stock options of the Issuer.
F8Net shares of Common Stock received after the exercise and swap of 10,751 stock options of the Issuer.
F9Shares 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.