Casey's General Stores (CASY) Form 4 CASEYS GENERAL STORES / CHAD MICHAEL FRAZELL 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^*

FRAZELL CHAD MICHAEL

(Last) (First) (Middle)

ONE SE CONVENIENCE BOULEVARD

(Street)

ANKENY IA 50021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CASEYS GENERAL STORES INC [ CASY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2022

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 Stock	01/02/2022		M		1,520	A	$0	2,740	D
Common Stock	01/02/2022		F		544	D	$197.28(1)	2,196	D
Common Stock								77(2)	I	Voting and tender rights under 401k plan

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
Restricted stock units(3)	(4)	01/02/2022		M			1,520	(3)	(3)	Common Stock	1,520	$0	1,519	D
Restricted stock units(5)	(4)							(5)	(5)	Common Stock	606		606	D
Restricted stock units(6)	(4)							(6)	(6)	Common Stock	280		280	D
Restricted stock units(7)	(4)							(7)	(7)	Common Stock	849		849	D

Explanation of Responses:

1. Closing price of Casey's General Stores, Inc. Common Stock on January 3, 2022.

2. Allocated to Mr. Frazell's 401k plan account as of December 31, 2021. Does not include any shares allocated by the plan trustee after that date.

3. Pursuant to terms and conditions of 2018 Stock Incentive Plan and in accordance with the terms and conditions of Mr. Frazell's "make-whole award" of January 2, 2020, granted in conjunction with his commencement of employment as Casey's Chief Human Resources Officer. The remainder of this award will vest on January 2, 2023.

4. Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.

5. Pursuant to terms and conditions of 2018 Stock Incentive Plan. This award will vest in equal installments on June 15, 2022 and June 15, 2023. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2023, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.

6. Pursuant to terms and conditions of 2018 Stock Incentive Plan. This award will vest in full on June 15, 2022. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2022, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.

7. Pursuant to terms and conditions of 2018 Stock Incentive Plan. This award will vest in equal installments on June 15, 2022, June 15, 2023 and June 15, 2024. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2024, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.

Remarks:

	Scott Faber, under Power of Attorney dated January 2, 2020	01/04/2022
	** Signature of Reporting Person	Date
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