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