Sec Form 4 Filing - Topper Joseph V. Jr. @ CrossAmerica Partners LP - 2020-02-06

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Topper Joseph V. Jr.
2. Issuer Name and Ticker or Trading Symbol
CrossAmerica Partners LP [ CAPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
, 600 WEST HAMILTON ST., SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2020
(Street)
ALLENTOWN, PA18101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units 02/06/2020A( 1 ) 2,528,673 A 2,528,673 ( 1 ) ( 2 ) I ( 1 ) ( 2 ) See Footnote ( 1 ) ( 2 )
Common Units 7,486,131 ( 2 ) ( 3 ) I ( 3 ) Dunne Manning CAP Holdings I LLC ( 3 )
Common Units 1,651,197 ( 2 ) ( 4 ) I ( 4 ) See Footnote ( 4 )
Common Units 68,972 ( 2 ) ( 5 ) I ( 5 ) By The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. ( 5 )
Common Units 65,395 D
Common Units 1,854,943 ( 2 ) ( 6 ) I ( 6 ) By Energy Realty Partners, LLC ( 6 )
Common Units 3,782,216 ( 2 ) ( 7 ) I ( 7 ) By Dunne Manning Inc. ( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Topper Joseph V. Jr.
600 WEST HAMILTON ST., SUITE 500
ALLENTOWN, PA18101
XX
Patricia Dunne Topper Trust
645 HAMILTON STREET
SUITE 500
ALLENTOWN, PA18101
X
DM Partners Management Co. LLC
645 HAMILTON STREET
SUITE 500
ALLENTOWN, PA18101
X
Dunne Manning Partners LLC
645 HAMILTON STREET
SUITE 500
ALLENTOWN, PA18101
X
Signatures
/s/ Joseph V. Topper, Jr.02/07/2020
** Signature of Reporting Person Date
/s/ Joseph V. Topper, Jr. Trustee of the Member of DM Partners Management Co. LLC02/07/2020
** Signature of Reporting Person Date
/s/ Joseph V. Topper, Jr. Trustee of the Member of the Manager of Dunne Manning Partners LLC02/07/2020
** Signature of Reporting Person Date
/s/ Joseph V. Topper, Jr. Trustee of Patricia Dunne Topper Trust02/07/2020
** Signature of Reporting Person Date
Joseph V. Topper, Jr.Trustee of the Member of the Manager of the Member of Dunne Manning CAP Holdings I LLC02/07/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 6, 2020, pursuant to the Equity Restructuring Agreement dated January 15, 2020 by and among CrossAmerica GP LLC (the "General Partner"), Dunne Manning CAP Holdings II LLC ("DM Holdings II"), and CrossAmerica Partners LP ("CAPL"), DM Holdings II acquired from CAPL 2,528,673 Common Units in exchange for the cancellation of all of the incentive distribution rights of CAPL. DM Holdings II is a wholly owned subsidiary of Dunne Manning Partners LLC ("DM Partners"), which is controlled and managed by DM Partners Management Co. LLC ("DM Management"), which in turn is controlled by Joseph V. Topper, Jr. ("Mr. Topper"), its sole manager. DM Management is a wholly owned subsidiary of the Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Trust"). The Trust indirectly owns a majority of the member interests in DM Partners. The Trust is controlled by Mr. Topper, the Chairman of the Board of the General Partner.
( 2 )The Reporting Person disclaims beneficial ownership of these Common Units except to the extent of his pecuniary interest therein, and the inclusion of these Common Units in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Units for purposes of Section 16 or for any other purpose.
( 3 )Dunne Manning Partners LLC is controlled and managed by a wholly owned subsidiary of the Trust, which is controlled by Mr. Topper.
( 4 )Does not include 229,333 Common Units held by The Topper Foundation, a 501(c)(3) non-profit corporation. Mr. Topper, who makes investment and voting decisions with respect to the Common Units held by The Topper Foundation, has no pecuniary interest in these Common Units. The Common Units listed here are owned directly by several entities that are controlled by Mr. Topper, as follows: 133,000 Common Units held by ERNJ, LLC (100% owned by the Trust, which is controlled by Mr. Topper); 637,264 Common Units held by MMSCC-2, LLC (Mr. Topper controls 100% of the voting shares), and 880,933 Common Units held by JVT-JMG EROP Holdings, LP (Mr. Topper controls the general partner and the Trust holds a 45% limited partner interest).
( 5 )Held directly by the Trust, which is controlled by the Reporting Person.
( 6 )Held directly by Energy Realty Partners, LLC, which is 100% owned by the Trust and the Reporting Person is its sole manager.
( 7 )Held directly by Dunne Manning Inc., which is owned 100% by the Trust and the Reporting Person is its sole director.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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