0001556587-21-000007.txt : 20210615 0001556587-21-000007.hdr.sgml : 20210615 20210615180516 ACCESSION NUMBER: 0001556587-21-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210611 FILED AS OF DATE: 20210615 DATE AS OF CHANGE: 20210615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dunne Manning CAP Holdings I LLC CENTRAL INDEX KEY: 0001795116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35711 FILM NUMBER: 211019923 BUSINESS ADDRESS: STREET 1: 645 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 610 625 8100 MAIL ADDRESS: STREET 1: 645 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 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: 211019922 MAIL ADDRESS: STREET 1: 702 WEST HAMILTON STREET STREET 2: SUITE 203 CITY: ALLENTOWN STATE: PA ZIP: 18101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dunne Manning Partners LLC CENTRAL INDEX KEY: 0001795509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35711 FILM NUMBER: 211019926 BUSINESS ADDRESS: STREET 1: 645 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 610.625.8100 MAIL ADDRESS: STREET 1: 645 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Patricia Dunne Topper Trust CENTRAL INDEX KEY: 0001795507 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35711 FILM NUMBER: 211019924 BUSINESS ADDRESS: STREET 1: 645 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 610.625.8100 MAIL ADDRESS: STREET 1: 645 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DM Partners Management Co. LLC CENTRAL INDEX KEY: 0001795508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35711 FILM NUMBER: 211019925 BUSINESS ADDRESS: STREET 1: 645 HAMILTON STREET STREET 2: SUITE 500 CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 610.625.8100 MAIL ADDRESS: STREET 1: 645 HAMILTON STREET STREET 2: SUITE 500 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_162379466402219.xml FORM 4 X0306 4 2021-06-11 0 0001538849 CrossAmerica Partners LP CAPL 0001556587 Topper Joseph V. Jr. 600 WEST HAMILTON ST., SUITE 500 ALLENTOWN PA 18101 1 0 1 0 0001795507 Patricia Dunne Topper Trust 645 HAMILTON STREET SUITE 500 ALLENTOWN PA 18101 0 0 1 0 0001795508 DM Partners Management Co. LLC 645 HAMILTON STREET SUITE 500 ALLENTOWN PA 18101 0 0 1 0 0001795509 Dunne Manning Partners LLC 645 HAMILTON STREET SUITE 500 ALLENTOWN PA 18101 0 0 1 0 0001795116 Dunne Manning CAP Holdings I LLC 645 HAMILTON STREET SUITE 500 ALLENTOWN PA 18101 0 0 1 0 Common Units 2021-06-11 4 J 0 3013896 D 4472235 I By Dunne Manning CAP Holdings I LLC Common Units 2021-06-11 4 J 0 1018037 D 1510636 I By Dunne Manning CAP Holdings II LLC Common Units 744554 I By Dunne Manning Wholesale LLC Common Units 98337 I See footnote Common Units 1518197 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 June 11, 2021, Dunne Manning Partners LLC ("DM Partners") caused Dunne Manning CAP Holdings I LLC ("CAP I") to transfer 3,013,896 Common Units to the 2008 Irrevocable Agreement of Trust of John B Reilly Jr Dated 12/29/08 ("Reilly Trust") in exchange for the redemption of the corresponding member interests held by the Reilly Trust in DM Partners, the 100% owner of the CAP I. DM Partners is controlled by DM Partners Management Co. LLC, of which Mr. Topper is the sole manager. Mr. Topper is the Chairman of the Board of the general partner of CrossAmerica Partners LP. 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. On June 11, 2021, DM Partners caused Dunne Manning CAP Holdings II ("CAP II") to transfer 1,018,037 Common Units to the Reilly Trust in exchange for redemption of the corresponding member interests in DM Partners, the 100% owner of CAP II. Dunne Manning Wholesale LLC is a wholly owned subsidiary of The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Topper Trust"), which is controlled by Mr. Topper. Nova8516 LP ("Nova") holds 98,337 common units. The Topper Trust owns the general partner of Nova and indirectly owns a 90% limited partner interest. The common units listed here are owned directly by entities that are controlled by Mr. Topper, as follows: 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 Topper Trust holds a 45% limited partner interest). The Topper Trust is controlled by Mr. Topper. Energy Realty Partners, LLC is 100% owned by the Topper Trust and Mr. Topper is its sole manager. Dunne Manning Inc. is 100% owned by the Topper Trust and Mr. Topper is its sole director. /s/ Joseph V. Topper, Jr. 2021-06-15 /s/ Joseph V. Topper, Jr. Trustee of Patricia Dunne Topper Trust 2021-06-15 /s/ Joseph V. Topper, Jr. Trustee of the Member of DM Partners Management Co. LLC 2021-06-15 /s/ Joseph V. Topper, Jr. Trustee of the Member of the Manager of Dunne Manning Partners LLC 2021-06-15 /s/ Joseph V. Topper, Jr., Trustee of the Member of the Manager of Dunne Manning CAP Holdings I LLC 2021-06-15 Joseph V. Topper, Jr. Trustee of the Member of the Manager of the Member of Dunne Manning CAP Holdings I LLC 2021-06-11 EX-24 2 jtopperpowerofattorney.htm POWER OF ATTORNEY

POWER OF ATTORNEY
       KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints Christina Casey-Best and Keenan D. Lynch, as the undersigned's true and lawful attorneys-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 22nd day of October 2020.

                                /s/
                            Joseph V. Topper, Jr.