0001556587-20-000004.txt : 20200416 0001556587-20-000004.hdr.sgml : 20200416 20200416182116 ACCESSION NUMBER: 0001556587-20-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200414 FILED AS OF DATE: 20200416 DATE AS OF CHANGE: 20200416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Topper Joseph V. Jr. CENTRAL INDEX KEY: 0001556587 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35711 FILM NUMBER: 20797346 MAIL ADDRESS: STREET 1: 702 WEST HAMILTON STREET STREET 2: SUITE 203 CITY: ALLENTOWN STATE: PA ZIP: 18101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CrossAmerica Partners LP CENTRAL INDEX KEY: 0001538849 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 454165414 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 610-625-8000 MAIL ADDRESS: STREET 1: 600 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 FORMER COMPANY: FORMER CONFORMED NAME: Lehigh Gas Partners LP DATE OF NAME CHANGE: 20120105 4 1 wf-form4_158707565865656.xml FORM 4 X0306 4 2020-04-14 0 0001538849 CrossAmerica Partners LP CAPL 0001556587 Topper Joseph V. Jr. 600 WEST HAMILTON ST., SUITE 500 ALLENTOWN PA 18101 1 0 1 0 Common Units 2020-04-14 4 A 0 744544 A 744544 I See footnote Common Units 2020-04-14 4 A 0 98337 A 98337 I See footnote Common Units 2528673 I See Footnote Common Units 7486131 I Dunne Manning CAP Holdings I LLC Common Units 1651197 I See Footnote Common Units 68972 I By The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. Common Units 65395 D Common Units 1854943 I By Energy Realty Partners, LLC Common Units 3782216 I By Dunne Manning Inc. On April 14, 2014, pursuant to an Asset Purchase Agreement dated January 15, 2020 (the "Purchase Agreement"), with the sellers ("Sellers") signatories thereto, including Dunne Manning Wholesale LLC ("DMW"), an entity affiliated with Joseph V. Topper, Jr. ("Mr. Topper"), CrossAmerica Partners LP ("CAPL") purchased from the Sellers retail operations and related wholesale distribution and leasehold interests valued at $36 million in exchange in part for the issuance by CAPL of an aggregate of 842,891 common units valued at $15 million and calculated based on the volume weighted average trading price of $17.80 per common unit for the 20-day period ended on January 8, 2020, five business days prior to the announcement of the Purchase Agreement. 744,544 of these common units were issued to DMW, a wholly owned subsidiary of the Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Trust"). The Trust is controlled by Mr. Topper. Beneficiaries of the Trust include members of Mr. Topper's family. Mr. Topper is the Chairman of the Board of the general partner of CAPL. With the exception of the common units held directly, Mr. Topper disclaims beneficial ownership of all other common units reported herein except to the extent of his 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. Pursuant to the Purchase Agreement, Nova8516 LP ("Nova") received 98,337 common units. The Trust owns the general partner of Nova and indirectly owns a 90% limited partner interest. Held by Dunne Manning CAP Holdings II LLC ("DM Holdings II"). DM Holdings II is a wholly owned subsidiary of Dunne Manning Partners LLC. Dunne Manning Partners LLC is controlled and managed by DM Partners Management Co. LLC, which is controlled by Mr. Topper, its sole manager. DM Partners Management Co. LLC is a wholly owned subsidiary of the Trust. Further, the Trust indirectly owns a majority of the member interests in Dunne Manning Partners LLC. Dunne Manning Partners LLC is controlled and managed by a wholly owned subsidiary of the Trust, which is controlled by Mr. Topper. The common units listed here are owned directly by several entities that are controlled by Mr. Topper, as follows: 133,000 Common Units held by ERNJ, LLC (100% owned by the Trust, which is controlled by Mr. Topper); 637,264 common units held by MMSCC-2, LLC (Mr. Topper controls 100% of the voting shares), and 880,933 common units held by JVT-JMG EROP Holdings, LP (Mr. Topper controls the general partner and the Trust holds a 45% limited partner interest). Held directly by the Trust, which is controlled by Mr. Topper. Held directly by Energy Realty Partners, LLC, which is 100% owned by the Trust and Mr. Topper is its sole manager. Held directly by Dunne Manning Inc., which is owned 100% by the Trust and Mr. Topper is its sole director. /s/ Joseph V. Topper, Jr. 2020-04-16 /s/ Joseph V. Topper, Jr. Trustee of Patricia Dunne Topper Trust 2020-04-16 EX-24 2 topperpowerofattorney_dece.htm TOPPER POA 120518

POWER OF ATTORNEY
       KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints Michael W. Federer as the undersigned's true and lawful attorney-in-fact to act for and on behalf of and in the name, place and stead of the undersigned to:
1. prepare, execute and file, for and on behalf of the undersigned any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, including without limitation any Form 3, 4, or 5 (or any successor schedules or forms adopted under the Exchange Act) and any amendments to any of the foregoing; and
2. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, herby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
       All prior Powers of Attorney are hereby revoked.  This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to an attorney-in-fact.
       This Power of Attorney shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflicts of laws.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of December, 2018.

                                    /s/
                            Joseph V. Topper, Jr.