| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CrossAmerica Partners LP [ CAPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/19/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 11/21/2019 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/19/2019 | M | 2,628 | A | (1)(2) | 2,628(3) | D | |||
| Common Units | 11/19/2019 | M | 2,937 | A | (1)(2) | 5,565(4) | D | |||
| Common Units | 11/19/2019 | F | 2,103(5)(6) | D | $17.25 | 3,462 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Phantom Performance Units | (3) | 11/19/2019 | M | 2,628 | 08/09/2021 | (1)(2) | Common Units | 2,628(3) | $0 | 0 | D | ||||
| Phantom Performance Units | (4) | 11/19/2019 | M | 2,937 | 07/18/2022 | (1)(2) | Common Units | 2,937(4) | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. On November 19, 2019 CST Brands, LLC ("Seller"), CST GP, LLC, CST Brands Holdings, LLC, certain subsidiaries of Seller (collectively, the "Seller Group"), Lehigh Gas GP Holdings LLC (the "GP Buyer"), Dunne Manning CAP Holdings II LLC (the "IDR Buyer"), and Dunne Manning Cap Holdings I LLC (the "LP Buyer" and collectively with the GP Buyer and the IDR Buyer, the "Buyers") entered into a Securities Purchase Agreement (the "SPA"). At the discretion of the Issuer and contingent upon the execution of and under the terms of the SPA, each award of unvested Phantom units outstanding immediately prior to the effective time of the SPA became fully vested and was converted into common units on a one-for-one basis. |
| 2. Each Performance Unit represents a contingent right to receive one unit of Issuer's Common Units. |
| 3. On August 9, 2018, the reporting person was granted 2,628 Performance Units that vest three years from the grant date. See Note 1 regarding the conversion of the outstanding Performance Units. |
| 4. On July 18, 2019, the reporting person was granted 2,937 Performance Units that vest three years from the grant date. See Note 1 regarding the conversion of the outstanding Performance Units. |
| 5. Common units withheld in payment of the reporting person's tax withholding triggered by vesting. |
| 6. This Form 4/A is being filed to correct an error in the original Form 4 (the "Original Form 4") filed on November 21, 2019. The Original Form 4 did not include the number of shares withheld for taxes. |
| Remarks: |
| /s/ George Wilkins | 01/31/2020 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
