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*
Stellato Steven

(Last) (First) (Middle)
19500 BULVERDE ROAD

(Street)
SAN ANTONIO TX 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)
VP and Controller
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.01 12/27/2016 M 706 A (1) 706 D
Common Stock, Par Value $0.01 12/27/2016 M 1,563 A (1) 2,269 D
Common Stock, Par Value $0.01 12/27/2016 M 520 A $48.175(2) 2,789 D
Common Stock, Par Value $0.01 12/27/2016 M 776 A $48.175(3) 3,565 D
Common Stock, Par Value $0.01 12/27/2016 M 812 A (4) 4,377 D
Common Stock, Par Value $0.01 12/27/2016 F 845 D $48.175 3,532 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 12/27/2016 M 706 06/01/2016 (6) Common Stock 706 $0 0 D
Restricted Stock Units (5) 12/27/2016 M 1,563 03/08/2017 (7) Common Stock 1,563 $0 0 D
Stock Option (Right to Buy) $39.7 12/27/2016 M 4,083 06/01/2016(8) 06/01/2025 Common Stock 4,083 $0 0 D
Stock Option (Right to Buy) $38.76 12/27/2016 M 5,475 03/08/2017(9) 03/08/2026 Common Stock 5,475 $0 0 D
Market Stock Unit (10) 12/27/2016 M 812 03/08/2019 (11) Common Stock 812 $0 904 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 4,083 stock options of the Issuer (including 3,563 shares swapped to cover option costs and tax withholding).
3. Net shares of Common Stock received after the exercise and swap of 5,475 stock options of the Issuer (including 4,699 shares swapped to cover option costs and tax withholding).
4. Shares of Common Stock acquired upon vesting of market share units.
5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
6. On June 1, 2015, the reporting person was granted 706 restricted stock units that vest in three years from grant date. This award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
7. On March 8, 2016, the reporting person was granted 1,563 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. This award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
8. On June 1, 2016, the reporting person was granted stock options that vest in three annual installments beginning on the first anniversary of the grant date. This award vested on 12/27/16 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 stock options that vest in three annual installments beginning on the first anniversary of the grant date. This award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
10. Each market stock unit represents a contingent right to receive one share of CST Common Stock.
11. On March 8, 2016, the reporting person was granted 1,476 market stock units that vest in three years from the grant date. A portion of this award vested on 12/27/16 with the authorization of the Compensation Committee of the Board of Directors of the Issuer with the performance multiplier.
Remarks:
Gerard J. Sonnier as Attorney-in-Fact for Steven M. Stellato 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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