0001659413-17-000006.txt : 20170630
0001659413-17-000006.hdr.sgml : 20170630
20170630125836
ACCESSION NUMBER: 0001659413-17-000006
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170628
FILED AS OF DATE: 20170630
DATE AS OF CHANGE: 20170630
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CST BRANDS, INC.
CENTRAL INDEX KEY: 0001562039
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
IRS NUMBER: 461365950
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 19500 BULVERDE ROAD
STREET 2: SUITE 100
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
BUSINESS PHONE: (210) 692-5000
MAIL ADDRESS:
STREET 1: 19500 BULVERDE ROAD
STREET 2: SUITE 100
CITY: SAN ANTONIO
STATE: TX
ZIP: 78259
FORMER COMPANY:
FORMER CONFORMED NAME: CrossAmerica Partners LP
DATE OF NAME CHANGE: 20150811
FORMER COMPANY:
FORMER CONFORMED NAME: CST Brands, Inc.
DATE OF NAME CHANGE: 20130128
FORMER COMPANY:
FORMER CONFORMED NAME: Corner Store Holdings, Inc.
DATE OF NAME CHANGE: 20121113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Reece Joseph E
CENTRAL INDEX KEY: 0001659413
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35743
FILM NUMBER: 17941258
MAIL ADDRESS:
STREET 1: ONE VALERO WAY
STREET 2: BUILDING D, SUITE 200
CITY: SAN ANTONIO
STATE: TX
ZIP: 78249
4
1
wf-form4_149884190300451.xml
FORM 4
X0306
4
2017-06-28
0
0001562039
CST BRANDS, INC.
CST
0001659413
Reece Joseph E
19500 BULVERDE ROAD
SAN ANTONIO
TX
78259
1
0
0
0
Common Stock, Par Value $0.01
2017-06-28
4
M
0
2793
0
A
8154
D
Common Stock, Par Value $0.01
2017-06-28
4
D
0
2793
48.53
D
5361
D
Restricted Stock Units
2017-06-28
4
M
0
2793
0
D
Common Stock
2793.0
0
D
Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
On August 21, 2016, CST Brands, Inc., a Delaware corporation ("CST"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Circle K Stores Inc., a Texas corporation ("Circle K"), and Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Circle K ("Merger Sub"). Circle K is a wholly owned subsidiary of Alimentation Couche-Tard Inc ("ACT"). On June 28, 2017, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware, Merger Sub merged with and into CST (the "Merger"). At the effective time of the Merger (the "Effective Time"), the separate corporate existence of Merger Sub ceased, and CST survived the Merger as an indirect, wholly owned subsidiary of Circle K.
As per the Merger Agreement (defined above), each award of RSUs that was outstanding immediately prior to the effective time, whether vested or unvested, became fully vested and was converted into the right to receive a cash payment equal to the product of (1) the number of shares of CST common stock subject to such award as of the effective time and (2) the merger consideration (as defined in the Merger Agreement).
/s/ Giovanna Rueda as Attorney in Fact for Joseph E. Reece
2017-06-30