Sec Form 4 Filing - KILLINGER CLAYTON E @ CST BRANDS, INC. - 2017-06-28

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 KILLINGER CLAYTON E 2. Issuer Name and Ticker or Trading Symbol CST BRANDS, INC. [ CST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP and CFO (Last) (First) (Middle) 19500 BULVERDE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2017 (Street) SAN ANTONIO, TX78259 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Stock, Par Value $0.01 06/28/2017 M 29,874 A 29,874 ( 4 ) D Common Stock, Par Value $0.01 06/28/2017 M 8,282 A 38,156 ( 5 ) D Common Stock, Par Value $0.01 06/28/2017 M 3,929 A 42,085 ( 6 ) D Common Stock, Par Value $0.01 06/28/2017 M 29,020 A $ 48.53 71,105 ( 7 ) D Common Stock, Par Value $0.01 06/28/2017 M 22,614 A $ 48.53 93,719 ( 8 ) D Common Stock, Par Value $0.01 06/28/2017 M 16,669 A $ 0 ( 9 ) ( 10 ) 110,388 ( 11 ) D

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 Restricted Stock Units ( 3 ) 06/28/2017 M 29,874 03/08/2018 ( 1 )( 2 ) Common Stock 29,874 ( 4 ) $ 0 0 D Restricted Stock Units ( 3 ) 06/28/2017 M 8,282 03/08/2018 ( 1 )( 2 ) Common Stock 8,282 ( 5 ) $ 0 0 D Restricted Stock Units ( 3 ) 06/28/2017 M 3,929 03/12/2017 ( 1 )( 2 ) Common Stock 3,929 ( 6 ) $ 0 0 D Stock Option (Right to Buy) $ 38.76 06/28/2017 M 29,020 03/08/2018 03/08/2026 Common Stock 29,020 $ 0 0 D Stock Option (Right to Buy) $ 41.405 06/28/2017 M 22,614 03/12/2018 03/12/2025 Common Stock 22,614 $ 0 0 D Market Stock Unit ( 10 ) 06/28/2017 M 16,669 03/08/2019 ( 1 )( 9 ) Common Stock 16,669 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KILLINGER CLAYTON E 19500 BULVERDE ROAD SAN ANTONIO, TX78259 Executive VP and CFO Signatures /s/ Gerard J. Sonnier as Attorney-in-Fact for Clayton E. Killinger 06/30/2017 Signature of Reporting Person Date /s/ Giovanna Rueda as Attorney in Fact for Clayton E. Killinger 06/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 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. ( 2 )As 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). ( 3 )Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. ( 4 )On February 16, 2017, the reporting person was granted restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs. ( 5 )On March 8, 2016, the reporting person was granted 12,423 RSUs that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs. ( 6 )On March 12, 2015, the reporting person was granted 11,787 RSUs that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs. ( 7 )Net shares of Common Stock received after the exercise and swap of 29,020 stock options of the Issuer. ( 8 )Net shares of Common Stock received after the exercise and swap of 22,614 stock options of the Issuer. ( 9 )Shares 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. ( 10 )Each MSU represents a contingent right to receive one share of the Issuer's Common Stock. See Note 9 regarding the conversion of outstanding MSUs. ( 11 )On March 8, 2016, the reporting person was granted 11,739 MSUs that vest in three years from the grant date. See Note 9 regarding the conversion of outstanding MSUs.

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