CrossAmerica Partners (CAPL) Form 4/A Change in insider ownership (amended)

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)
07/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/01/2015

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	07/01/2015(1)		J(2)(3)		3,641,306(2)(3)	A	$32.8385(4)	5,139,252(2)(3)(5)	I	See Footnote(6)

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. This Form 4/A is being filed to add CST Services LLC and CST USA Inc. as reporting owners of the reported Common Units (upon availability of EDGAR codes).

2. On July 1, 2015, pursuant to (a) a Fuel Supply Contribution Agreement among the Issuer, CST and CST Services LLC ("CST Services"), a direct wholly owned subsidiary of CST USA Inc. ("CST USA"), which is a direct wholly owned subsidiary of CST, the Issuer acquired a 12.5% limited partner interest in CST Fuel Supply LP ("CST Fuel"), an indirect wholly owned subsidiary of CST, from CST Services in exchange for the issuance of 3,303,208 newly issued Common Units of the Issuer issued at a price of $32.8385 per Common Unit (see Footnote 2 below) to CST Services, and (b) a Real Estate Contribution Agreement among the Issuer, CST, CST Diamond Holdings LLC, an indirect wholly owned subsidiary of CST, Big Diamond, LLC, an indirect wholly owned subsidiary of CST ("Big Diamond"), Skipper Beverage Company, LLC, an indirect wholly owned subsidiary of CST ("Skipper"), CST Shamrock Stations, Inc., an indirect wholly owned subsidiary of CST ("CST Shamrock"),

3. (Cont. from note 2) CST Arizona Stations, Inc., an indirect wholly owned subsidiary of CST ("CST Arizona"), Lehigh Gas Wholesale Services, Inc., an indirect wholly owned subsidiary of the Issuer, and certain indirect wholly owned real estate subsidiaries of CST that hold the real property associated with 29 New to Industry convenience stores ("NTI Entities"), the Issuer acquired 100% of the membership interests in the NTI Entities in exchange for the issuance of 338,098 newly issued Common Units of the Issuer issued at a price of $32.8385 per Common Unit, to be issued as follows: (i) 322,145 Common Units issued to Big Diamond, (ii) 15,873 Common Units issued to Skipper, (iii) 40 Common Units issued to CST Shamrock and (iv) 40 Common Units issued to CST Arizona. In addition, pursuant to a voting agreement, CST has the right to direct the vote, under certain circumstances, of 582,321 Common Units and 6,786,499 Subordinated Units held by Joseph V. Topper Jr. and certain of his affiliates.

4. The price of the acquired Common Units was determined using a 20-day trailing volume weighted average price ending on the trading day prior to the execution on June 15, 2015 of the Fuel Supply Contribution Agreement and the Real Estate Contribution Agreement that were approved by the independent conflicts committee of the board of directors of the general partner of the Issuer.

5. On January 2, 2015, pursuant to a Contribution Agreement among the Issuer, CST and CST Services, the Issuer acquired a 5% limited partner interest in CST Fuel from CST Services in exchange for the issuance of 1,497,946 newly issued Common Units of the Issuer to CST Services.

6. CST and CST USA are indirect beneficial owners of the Common Units held by CST Services, Big Diamond, Skipper, CST Shamrock and CST Arizona.

Remarks:

	/s/ Gerard J. Sonnier, Senior Vice President, General Counsel and Corporate Secretary	07/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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