CST Brands 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^*

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)
02/25/2016

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	02/25/2016		C		6,786,499(1)(2)	A	(1)	13,602,051(2)(3)	I	See Footnote(2)(3)

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 February 25, 2016, the 6,786,499 subordinated units representing limited partner interests in the Issuer (the "Subordinated Units") held by Joseph V. Topper, Jr. converted on a one-to-one basis (the "Conversion") to common units representing limited partner interests in the Issuer (the "Common Units") as prescribed in the First Amended and Restated Limited Partnership Agreement of the Issuer, dated October 30, 2012, as amended.

2. Pursuant to that certain Voting Agreement dated as of October 1, 2014 (the "Voting Agreement") by and among Joseph V. Topper, Jr., 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. and Lehigh Gas Corporation (collectively, the "Topper Group"), each member of the Topper Group agreed that at any meeting of the holders of Common Units or Subordinated Units of the Issuer it would vote (or cause to be voted) its Common Units or Subordinated Units of the Issuer that are subject to the Voting Agreement in accordance with the recommendations of the Board of Directors of the general partner of the Issuer, which is wholly owned and controlled by the Reporting Person. Accordingly, CST may be deemed to have acquired beneficial ownership of the Common Units held by the Topper Group and subject to the Voting Agreement, including any Common Units acquired after the date of the Voting Agreement and the Common Units acquired by Mr. Topper as a result of the Conversion.

3. The number of Common Units indirectly owned by the Reporting Person includes 652,321 Common Units held by Mr. Topper that may be deemed beneficially owned by the Reporting Person by virtue of the terms and conditions of the Voting Agreement.

Remarks:

	/s/ Gerard J. Sonnier, Senior Vice President, General Counsel and Corporate Secretary	02/29/2016
	** 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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