Topper Joseph V. Jr. Form 4 CrossAmerica Partners / Joseph V. Jr. Topper ownership change

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^*

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. Date of Earliest Transaction (Month/Day/Year)
08/26/2019

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 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	08/26/2019		J(1)		133,000	A	$0	1,651,197(2)(3)	I(2)	See Footnote(2)
Common Units								68,972(3)(4)	I(4)	By The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr.(4)
Common Units								62,107	D
Common Units								1,854,943(3)(5)	I(5)	By Energy Realty Partners, LLC(5)
Common Units								3,782,216(3)(6)	I(6)	By Dunne Manning Inc.(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

Explanation of Responses:

1. On May 17, 2018, the Reporting Person filed a Form 4 reporting that the beneficial ownership of 133,000 Common Units had been transferred to a third party as a result of the transfer by The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Trust"), which is controlled by the Reporting Person, of all of the membership interests of ERNJ, LLC, the owner of the 133,000 Common Units, to a third party. On August 26, 2019, the parties to the initial transaction rescinded the transaction on its original terms, voiding the initial transfer. As a result, the 133,000 Common Units continue to be indirectly beneficially owned by the Reporting Person.

2. Does not include 229,333 Common Units held by The Topper Foundation, a 501(c)(3) non-profit corporation. Mr. Topper, who makes investment and voting decisions with respect to the Common Units held by The Topper Foundation, has no pecuniary interest in these Common Units. The Common Units listed here are owned directly by several entities that are controlled by the Reporting Person, as follows: 133,000 Common Units held by ERNJ, LLC (100% owned by the Trust, which is controlled by the Reporting Person); 637,264 Common Units held by MMSCC-2, LLC (the Reporting Person controls 100% of the voting shares), and 880,933 Common Units held by JVT-JMG EROP Holdings, LP (the Reporting Person controls the general partner and the Trust holds a 45% limited partner interest).

3. The Reporting Person disclaims beneficial ownership of these Common Units except to the extent of his pecuniary interest therein, and the inclusion of these Common Units in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Units for purposes of Section 16 or for any other purpose.

4. Held directly by the Trust, which is controlled by the Reporting Person.

5. Held directly by Energy Realty Partners, LLC, which is 100% owned by the Trust and the Reporting Person is its sole manager.

6. Held directly by Dunne Manning Inc., which is owned 100% by the Trust and the Reporting Person is its sole director.

Remarks:

	/s/ Michael W. Federer as Attorney-in-Fact for Joseph V. Topper, Jr.	08/27/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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