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^*

Sonnier Gerard J

(Last)

(First)

(Middle)

19500 BULVERDE ROAD

(Street)

SAN ANTONIO

78259

(City)

(State)

(Zip)

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)
	SVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2016

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)
Common Stock, Par Value $0.01	12/27/2016		M		602	A	⁽¹⁾	14,575	D
Common Stock, Par Value $0.01	12/27/2016		M		3,436	A	⁽¹⁾	18,011	D
Common Stock, Par Value $0.01	12/27/2016		M		5,796	A	⁽¹⁾	23,807	D
Common Stock, Par Value $0.01	12/27/2016		M		125	A	$48.175⁽²⁾	23,932	D
Common Stock, Par Value $0.01	12/27/2016		M		1,189	A	$48.175⁽³⁾	25,121	D
Common Stock, Par Value $0.01	12/27/2016		M		2,303	A	$48.175⁽⁴⁾	27,424	D
Common Stock, Par Value $0.01	12/27/2016		F		4,127	D	$48.175	23,297	D
Common Stock, Par Value $0.01	12/28/2016		S		2,986	D	$48.2⁽⁵⁾	20,311	D
Common Stock, Par Value $0.01	12/29/2016		S		3,617	D	$48.32	16,694	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 (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)
Restricted Stock Units	⁽⁶⁾	12/27/2016		M			602	11/14/2015⁽⁷⁾	⁽⁷⁾	Common Stock	602	$0	0	D
Restricted Stock Units	⁽⁶⁾	12/27/2016		M			3,436	03/12/2016⁽⁸⁾	⁽⁸⁾	Common Stock	3,436	$0	0	D
Restricted Stock Units	⁽⁶⁾	12/27/2016		M			5,796	03/08/2016⁽⁹⁾	⁽⁹⁾	Common Stock	5,796	$0	0	D
Stock Option (Right to Buy)	$41.405	12/27/2016		M			14,596	03/12/2016⁽¹⁰⁾	03/12/2025⁽¹⁰⁾	Common Stock	14,596	$0	0	D
Stock Option (Right to Buy)	$38.76	12/27/2016		M			20,307	03/08/2017⁽¹¹⁾	03/08/2026⁽¹¹⁾	Common Stock	20,307	$0	0	D
Stock Option (Right to Buy)	$41.54	12/27/2016		M			1,571	11/14/2015⁽¹²⁾	11/14/2024⁽¹²⁾	Common Stock	1,571	$0	0	D

Explanation of Responses:

1. Shares of common stock, par value $0.01 ("Common Stock") of CST Brands, Inc. (the "Issuer") acquired upon vesting of restricted stock units.

2. Net shares of Common Stock received after the exercise and swap of 1,571 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).

3. Net shares of Common Stock received after the exercise and swap of 14,596 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).

4. Net shares of Common Stock received after the exercise and swap of 20,307 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).

5. These shares were sold in multiple transactions on December 28, 2016 at the same price of $48.20.

6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

7. On November 14, 2014, the reporting person was granted 1,806 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. The last tranche was vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.

8. On March 12, 2015, the reporting person was granted 5,154 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. The last two tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.

9. On March 8, 2016, the reporting person was granted 5,796 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the three tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.

10. On March 12, 2015, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. The last two tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.

11. On March 8, 2016, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the three tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.

12. On November 14, 2014, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the last tranche was vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.

Remarks:

	/s/ Giovanna Rueda as Attorney-in-Fact for Gerard J. Sonnier	12/29/2016
	** 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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