Sec Form 4 Filing - CST BRANDS, INC. @ CrossAmerica Partners LP - 2017-02-28

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.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
CST BRANDS, INC.
2. Issuer Name and Ticker or Trading Symbol
CrossAmerica Partners LP [ CAPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
19500 BULVERDE ROAD,
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2017
(Street)
SAN ANTONIO, TX78259
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 02/28/2017 J( 1 )( 2 ) 171,039 ( 1 ) ( 2 ) A $ 26.5027 ( 3 ) 6,814,536 I See Footnote ( 4 )
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
CST BRANDS, INC.
19500 BULVERDE ROAD
SAN ANTONIO, TX78259
X
CST USA INC.
19500 BULVERDE ROAD
SAN ANTONIO, TX78259
X
CST Services LLC
ONE VALERO WAY
19500 BULVERDE ROAD
SAN ANTONIO, TX78259
X
Signatures
/s/ Gerard J. Sonnier, Senior Vice President, General Counsel and Corporate Secretary 03/02/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Amended and Restated Omnibus Agreement (the "Omnibus Agreement") by and among CrossAmerica Partners LP, a Delaware limited partnership (the "Partnership"), CrossAmerica GP LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Lehigh Gas Corporation, a Delaware corporation, CST Services LLC, a Delaware limited liability company ("CST Services"), and Joseph V. Topper, Jr., the Partnership is required to pay to CST Services a management fee for providing services to the Partnership (the "Management Fee").
( 2 )The board of directors of the General Partner, based on the approval and recommendation of the independent conflicts committee of the General Partner, determined it is in the best interests of the Partnership to pay the Management Fee to CST Services in whole or in part in newly issued common units representing limited partner interests in the Partnership ("Common Units") in lieu of cash.
( 3 )Pursuant to the Omnibus Agreement, the price of the acquired Common Units was determined using a 20-day trailing volume weighted average price ending on the business day prior to the quarterly invoice date of February 15, 2017.
( 4 )CST and CST USA are indirect beneficial owners of the Common Units held by CST Services.

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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