SEC Form 4 · accession 0001644123-16-000008

CST BRANDS, LLC · CST

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

Reporting owner

Steven Stellato

Officer — VP and Controller

Period of report

Dec 27, 2016

Accepted (ET)

Dec 29, 2016 · 5:43 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	706	—	A	706	D
Common Stock, Par Value $0.01^F1	Dec 27, 2016	M	1,563	—	A	2,269	D
Common Stock, Par Value $0.01^F2	Dec 27, 2016	M	520	$48.175	A	2,789	D
Common Stock, Par Value $0.01^F3	Dec 27, 2016	M	776	$48.175	A	3,565	D
Common Stock, Par Value $0.01^F4	Dec 27, 2016	M	812	—	A	4,377	D
Common Stock, Par Value $0.01	Dec 27, 2016	F	845	$48.175	D	3,532	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 Units^F5,F6	—	Dec 27, 2016	M	706	D	Jun 1, 2016	—	Common Stock	706	0	D
Restricted Stock Units^F5,F7	—	Dec 27, 2016	M	1,563	D	Mar 8, 2017	—	Common Stock	1,563	0	D
Stock Option (Right to Buy)^F8	$39.70	Dec 27, 2016	M	4,083	D	Jun 1, 2016	Jun 1, 2025	Common Stock	4,083	0	D
Stock Option (Right to Buy)^F9	$38.76	Dec 27, 2016	M	5,475	D	Mar 8, 2017	Mar 8, 2026	Common Stock	5,475	0	D
Market Stock Unit^F10,F11	—	Dec 27, 2016	M	812	D	Mar 8, 2019	—	Common Stock	812	904	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.
F10Each market stock unit represents a contingent right to receive one share of CST Common Stock.
F11On March 8, 2016, the reporting person was granted 1,476 market stock units that vest in three years from the grant date. A portion of this award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer with the performance multiplier.
F2Net shares of Common Stock received after the exercise and swap of 4,083 stock options of the Issuer (including 3,563 shares swapped to cover option costs and tax withholding).
F3Net shares of Common Stock received after the exercise and swap of 5,475 stock options of the Issuer (including 4,699 shares swapped to cover option costs and tax withholding).
F4Shares of Common Stock acquired upon vesting of market share units.
F5Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
F6On June 1, 2015, the reporting person was granted 706 restricted stock units that vest in three years from grant date. This award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
F7On March 8, 2016, the reporting person was granted 1,563 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. This award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
F8On June 1, 2016, the reporting person was granted stock options that vest in three annual installments beginning on the first anniversary of the grant date. This award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
F9On March 8, 2016, the reporting person was granted stock options that vest in three annual installments beginning on the first anniversary of the grant date. This award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.