Topper Joseph V. Jr. Form 5 CrossAmerica Partners / Joseph V. Jr. Topper ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Topper Joseph V. Jr.

(Last) (First) (Middle)

600 WEST HAMILTON ST., SUITE 500

(Street)

ALLENTOWN PA 18101

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Units	08/31/2018		G	157,723	D	$0	7,526,334(1)	I(2)	See Footnote(1)(2)
Common Units	08/31/2018		G	157,723	D	$0	7,526,334(1)	I(2)	See Footnote(1)(2)
Common Units	08/31/2018		G	157,723	D	$0	7,526,334(1)	I(2)	See Footnote(1)(2)
Common Units	08/31/2018		G	157,723	D	$0	7,526,334(1)	I(2)	See Footnote(1)(2)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 7,329,589 common units representing limited partner interests ("Common Units") in CrossAmerica Partners LP, a Delaware limited partnership ("CAPL"), are directly held by entities that are wholly owned (either directly or indirectly) by the Reporting Person: MMSCC-2, LLC ("M2"); JVT-JMG EROP Holdings, LP and Kwik-Pik Ohio, LLC. As such, the Reporting Person may be deemed to beneficially own such 7,329,589 Common Units. Additionally, the Reporting Person directly owns 196,745 Common Units.

2. The Reporting Person disposed a 99% non-voting pecuniary interest in M2, a controlled entity of Reporting Person and the direct owner of 637,264 Common Units, to four trusts established for his children in equal amounts and as bona fide gifts without consideration (the "Gifts"). The Reporting Person retains a 1% interest in M2, which is both a pecuniary and a voting interest and represents the sole voting power in M2. As such, the Reporting Person may be deemed to beneficially own the Common Units directly held by M2. The Gifts did not change the Reporting Person's beneficial ownership with respect to such Common Units.

Remarks:

	/s/ Michael W. Federer as Attorney-in-Fact for Joseph V. Topper, Jr.	02/13/2019
	** 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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