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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CEDAR FAIR L P [ FUN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Units of Limited Partner Interest | 08/07/2020 | G(1) | V | 36,500 | D | $0 | 230,931(2)(3) | I | By Trust | |
Units of Limited Partner Interest | 02/04/2021 | M | 122,492 | A | $36.95 | 122,492 | D | |||
Units of Limited Partner Interest | 02/04/2021 | M | 86,387 | A | $29.53 | 208,879 | D | |||
Units of Limited Partner Interest | 02/04/2021 | F | 185,814 | D | $42.36 | 23,065 | D | |||
Units of Limited Partner Interest | 08/07/2020 | G(1) | V | 36,500 | A | $0 | 36,500 | I | By Spouse Grantor Retained Annuity Trust | |
Units of Limited Partner Interest | 36,500(3) | I | By Grantor Retained Annuity Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
call options to purchase limited partnership units | $36.95 | 02/04/2021 | M | 122,492 | (4) | 02/26/2023 | Units of Limited Partner Interest | 122,492 | $0 | 0 | D | ||||
call options to purchase limited partnership units | $29.53 | 02/04/2021 | M | 86,387 | (5) | 03/27/2022 | Units of Limited Partner Interest | 86,387 | $0 | 0 | D |
Explanation of Responses: |
1. On August 7, 2020, the reporting person and his spouse entered into a separate property agreement whereby 73,000 units of limited partner interest were transmuted into separate property - 36,500 units for thereporting person and 36,500 units for his spouse. On that same day, the reporting person and his spouse contributed their respective transmuted units to separate grantor retained annuity trusts whereby they each serve as the sole trustee of their respective grantor retained annuity trusts. |
2. On December 21, 2020, the reporting person transferred 230,931 directly owned units to an irrevocable trust which the reporting person is the sole trustee and beneficiary. |
3. Reflects 36,500 units of limited partner interest that were contributed to the reporting person's grantor retained annuity trust on August 7, 2020, as reported on Footnote 1 of this Form 4. |
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. |
Remarks: |
/s/ Matthew A. Ouimet | 02/08/2021 | |
** 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). | ||
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. |