CrossAmerica Partners (CAPL) Form 4 Change in insider ownership

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^*

CIRCLE K STORES INC

(Last) (First) (Middle)

1130 WEST WARNER ROAD

BUILDING B

(Street)

TEMPE AZ 85284

(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)
11/10/2017

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	11/10/2017		J(1)(2)		126,491(2)(3)	A	$26.0889(4)	7,070,010	I	See Footnote(5)

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^*

CIRCLE K STORES INC

(Last) (First) (Middle)

1130 WEST WARNER ROAD

BUILDING B

(Street)

TEMPE AZ 85284

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CST BRANDS, LLC

(Last) (First) (Middle)

19500 BULVERDE ROAD

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CST Services LLC

(Last) (First) (Middle)

ONE VALERO WAY

19500 BULVERDE ROAD

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CST USA INC.

(Last) (First) (Middle)

19500 BULVERDE ROAD

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

Explanation of Responses:

1. Circle K Stores Inc. indirectly owns 100% of CST Brands, LLC, the owner of CST USA Inc., which is the parent of CST Services LLC. As a result, Circle K Stores Inc. is deemed the beneficial owner of the CAPL common units owned by CST Services LLC.

2. Pursuant to that certain Amended and Restated Omnibus Agreement (the "Omnibus Agreement") by and among CrossAmerica Partners LP, a Delaware limited partnership (the "Partnership"), CrossAmerica GP LLC, a Delaware limited liability company and 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, J r., the Partnership is required to pay to CST Services a management fee for providing services to the Partnership (the "Management Fee").

3. 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 is in the best interests of the Partnership to pay the Management Fee to CST Services in whole or in part in newly issued common units representing limited partner interests in the Partnership ("Common Units") in lieu of cash.

4. Pursuant to the Omnibus Agreement, 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 the quarterly invoice date of October 30, 2017.

5. CST and CST USA are indirect beneficial owners of the Common Units held by CST Services.

Remarks:

	/s/ Giovanna Rueda, Authorized Representative of Circle K Stores Inc.	03/05/2018
	/s/ Giovanna Rueda, Corporate Secretary CST Brands, LLC	03/05/2018
	/s/ Giovanna Rueda, Corporate Secretary of CST USA Inc.	03/05/2018
	/s/ Giovanna Rueda, Corporate Secrertary of CST Services LLC	03/05/2018
	** Signature of Reporting Person	Date
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