Dunne Manning CAP Holdings I 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)
06/11/2021

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

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	06/11/2021		J(1)		3,013,896	D	(1)	4,472,235(2)	I	By Dunne Manning CAP Holdings I LLC(1)
Common Units	06/11/2021		J(3)		1,018,037	D	(3)	1,510,636(2)	I	By Dunne Manning CAP Holdings II LLC(3)
Common Units								744,554(2)(4)	I	By Dunne Manning Wholesale LLC
Common Units								98,337(2)(5)	I(5)	See footnote(5)
Common Units								1,518,197(2)(6)	I(6)	See Footnote(6)
Common Units								68,972(2)	I(7)	By The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr.(7)
Common Units								65,395	D
Common Units								1,854,943(2)	I(8)	By Energy Realty Partners, LLC(8)
Common Units								3,782,216(2)	I(9)	By Dunne Manning Inc.(9)

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^*

Topper Joseph V. Jr.

(Last) (First) (Middle)

600 WEST HAMILTON ST., SUITE 500

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Patricia Dunne Topper Trust

(Last) (First) (Middle)

645 HAMILTON STREET

SUITE 500

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DM Partners Management Co. LLC

(Last) (First) (Middle)

645 HAMILTON STREET

SUITE 500

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dunne Manning Partners LLC

(Last) (First) (Middle)

645 HAMILTON STREET

SUITE 500

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dunne Manning CAP Holdings I LLC

(Last) (First) (Middle)

645 HAMILTON STREET

SUITE 500

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

Explanation of Responses:

1. On June 11, 2021, Dunne Manning Partners LLC ("DM Partners") caused Dunne Manning CAP Holdings I LLC ("CAP I") to transfer 3,013,896 Common Units to the 2008 Irrevocable Agreement of Trust of John B Reilly Jr Dated 12/29/08 ("Reilly Trust") in exchange for the redemption of the corresponding member interests held by the Reilly Trust in DM Partners, the 100% owner of the CAP I. DM Partners is controlled by DM Partners Management Co. LLC, of which Mr. Topper is the sole manager. Mr. Topper is the Chairman of the Board of the general partner of CrossAmerica Partners LP.

2. With the exception of the common units held directly, Mr. Topper disclaims beneficial ownership of all other common units reported herein 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.

3. On June 11, 2021, DM Partners caused Dunne Manning CAP Holdings II ("CAP II") to transfer 1,018,037 Common Units to the Reilly Trust in exchange for redemption of the corresponding member interests in DM Partners, the 100% owner of CAP II.

4. Dunne Manning Wholesale LLC is a wholly owned subsidiary of The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Topper Trust"), which is controlled by Mr. Topper.

5. Nova8516 LP ("Nova") holds 98,337 common units. The Topper Trust owns the general partner of Nova and indirectly owns a 90% limited partner interest.

6. The common units listed here are owned directly by entities that are controlled by Mr. Topper, as follows: 637,264 common units held by MMSCC-2, LLC (Mr. Topper controls 100% of the voting shares) and 880,933 common units held by JVT-JMG EROP Holdings, LP (Mr. Topper controls the general partner and the Topper Trust holds a 45% limited partner interest).

7. The Topper Trust is controlled by Mr. Topper.

8. Energy Realty Partners, LLC is 100% owned by the Topper Trust and Mr. Topper is its sole manager.

9. Dunne Manning Inc. is 100% owned by the Topper Trust and Mr. Topper is its sole director.

Remarks:

	/s/ Joseph V. Topper, Jr.	06/15/2021
	/s/ Joseph V. Topper, Jr. Trustee of Patricia Dunne Topper Trust	06/15/2021
	/s/ Joseph V. Topper, Jr. Trustee of the Member of DM Partners Management Co. LLC	06/15/2021
	/s/ Joseph V. Topper, Jr. Trustee of the Member of the Manager of Dunne Manning Partners LLC	06/15/2021
	/s/ Joseph V. Topper, Jr., Trustee of the Member of the Manager of Dunne Manning CAP Holdings I LLC	06/15/2021
	Joseph V. Topper, Jr. Trustee of the Member of the Manager of the Member of Dunne Manning CAP Holdings I LLC	06/11/2021
	** Signature of Reporting Person	Date
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