SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ouimet Matthew A

(Last)

(First)

(Middle)

ONE CEDAR POINT DRIVE

(Street)

SANDUSKY

44870

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CEDAR FAIR L P [ FUN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Limited Partner Interest	02/25/2015		A		23,138	A	⁽¹⁾	151,403	D
Units of Limited Partner Interest	02/25/2015		A		23,874	A	$0	175,277	D
Units of Limited Partner Interest	02/26/2015		F		13,646⁽²⁾	D	$55.68	161,631	D
Units of Limited Partner Interest	02/26/2015		F		2,921⁽³⁾	D	$55.68	158,710	D
Units of Limited Partner Interest								2,000	I	By Spouse as Custodian for Children

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
call options to purchase limited partnership units	$36.95							⁽⁴⁾	02/26/2023	Units of Limited Partner Interest	122,492		122,492	D
call options to purchase limited partnership units	$29.53							⁽⁵⁾	03/27/2022	Units of Limited Partner Interest	86,387		86,387	D
Phantom Units	⁽⁶⁾							06/20/2014⁽⁷⁾	06/20/2015⁽⁷⁾	Units of Limited Partner Interest	33,279		33,279	D
Phantom Units	⁽⁶⁾							03/03/2014⁽⁸⁾	03/03/2015⁽⁸⁾	Units of Limited Partner Interest	15,237		15,237	D

Explanation of Responses:

1. These units were granted pursuant to the Partnership's 2008 Omnibus Incentive Plan.

2. Units were withheld to satisfy tax liability in connection with vesting of performance units.

3. Units were withheld to satisfy tax liability in connection with vesting of restricted units.

4. Options vest at a rate of 33% per year on each anniversary date, beginning on February 26, 2014.

5. Options vest at a rate of 33% per year on each anniversary date, beginning on March 27, 2013.

6. Each phantom unit is the economic equivalent of one limited partner unit in Cedar Fair, L.P.

7. This award vests in two equal installments on June 20, 2014 and 2015, respectively, assuming the grantee continues to be employed with the Company.

8. This award vests in two equal installments on March 3, 2014 and 2015, respectively, assuming the grantee continues to be employed with the Company.

Remarks:

	Matthew A. Ouimet	02/26/2015
	** Signature of Reporting Person	Date
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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