Sec Form 3 Filing - Patricia Dunne Topper Trust @ CrossAmerica Partners LP - 2019-11-19

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Patricia Dunne Topper Trust
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)
645 HAMILTON STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2019
(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 7,486,131 ( 1 ) I ( 2 ) See footnote(1) ( 1 ) ( 2 )
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
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
Dunne Manning CAP Holdings I LLC
645 HAMILTON STREET
SUITE 500
ALLENTOWN, PA18101
X
Signatures
Joseph V. Topper, Jr.Trustee of the Member of the Manager of the Member of Dunne Manning CAP Holdings I LLC 11/19/2019
Signature of Reporting Person Date
Joseph V. Topper, Jr.Trustee of the Member of DM Partners Management Co. LLC 11/29/2019
Signature of Reporting Person Date
Joseph V. Topper, Jr.Trustee of the Member of the Manager of Dunne Manning Partners LLC 11/29/2019
Signature of Reporting Person Date
Joseph V. Topper, Jr.Trustee of Patricia Dunne Topper Trust 11/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Trust disclaims beneficial ownership of these Common Units except to the extent of its 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.
( 2 )Pursuant to a Securities Purchase Agreement dated November 19, 2019, Dunne Manning CAP Holdings I LLC, a wholly owned subsidiary of Dunne Manning Partners LLC, acquired 7,486,131 Common Units from certain subsidiaries of Circle K Stores, Inc. Dunne Manning Partners LLC is controlled and managed by DM Partners Management Co. LLC, which is controlled by Joseph V. Topper, Jr., its sole manager. DM Partners Management Co. LLC is a wholly owned subsidiary of the Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Trust"). Further, the Trust owns a majority of the member interests in Dunne Manning Partners LLC. The Trust is controlled by Joseph V. Topper, Jr. Mr. Topper is the Chairman of the Board of the General Partner of CrossAmerica Partners, L.P.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.