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*
CST BRANDS, INC.

(Last) (First) (Middle)
ONE VALERO WAY, BLDG D, SUITE 200

(Street)
SAN ANTONIO TX 78249

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CrossAmerica Partners LP [ CAPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Units 10/09/2015 P(1) 10,000 A $26.5814 5,547,682 I See Footnote(2)
Common Units 10/09/2015 J(3) 114,256(3) A $23.3619(4) 5,661,938 I See Footnote(2)
Common Units 10/12/2015 P(1) 10,000 A $26.6761 5,671,938 I See Footnote(2)
Common Units 10/13/2015 P(1) 10,000 A $26.3479 5,681,938 I See Footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CST BRANDS, INC.

(Last) (First) (Middle)
ONE VALERO WAY, BLDG D, SUITE 200

(Street)
SAN ANTONIO TX 78249

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CST USA INC.

(Last) (First) (Middle)
ONE VALERO WAY
BUILDING D, SUITE 200

(Street)
SAN ANTONIO TX 78249

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CST Services LLC

(Last) (First) (Middle)
ONE VALERO WAY
BUILDING D, SUITE 200

(Street)
SAN ANTONIO TX 78249

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to a unit purchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, approved by the independent executive committee of the Board of Directors of CST Brands, Inc. ("CST"), authorizing CST and its subsidiaries to purchase up to an aggregate of $50 million of common units of CrossAmerica Partners LP (the "Common Units"), CST Services LLC ("CST Services"), a direct wholly owned subsidiary of CST USA Inc. ("CST USA"), a direct wholly owned subsidiary of CST, purchased the Common Units reported in this Form 4 pursuant to a Rule 10b5-1 trading plan adopted by CST Services adopted on September 18, 2015.
2. CST and CST USA are indirect beneficial owners of the Common Units held by CST Services.
3. Pursuant to that certain Amended and Restated Omnibus Agreement by and among CrossAmerica Partners LP, a Delaware limited partnership (the "Partnership"), CrossAmerica GP LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Lehigh Gas Corporation, a Delaware corporation, CST Services LLC, a Delaware limited liability company ("CST Services"), and Joseph V. Topper, Jr. (the "Omnibus Agreement"), the Partnership is required to pay to CST Services a management fee for providing services to the Partnership (the "Management Fee"). On July 10, 2015, the board of directors of the General Partner, based on the approval and recommendation of the independent conflicts committee of the General Partner, determined it in the best interests of the Partnership to pay the Management Fee to CST Services in newly issued common units representing limited partner interests in the Partnership ("Common Units") in lieu of cash.
4. The price of the acquired Common Units was determined using a 20-day trailing volume weighted average price ending on the business day prior to October 9, 2015, the date of the quarterly invoice issued by CST to the Partnership under the Omnibus Agreement.
Remarks:
/s/ Gerard J. Sonnier, Senior Vice President, General Counsel and Corporate Secretary 10/13/2015
** 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).
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