Casey's General Stores (CASY) Form 4 CASEYS GENERAL STORES / Thomas P Brennan JR 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Brennan Thomas P JR

(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 Merch. Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023

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	06/15/2023		M		345	A	$0	4,439	D
Common Stock	06/15/2023		M		396	A	$0	4,835	D
Common Stock	06/15/2023		M		450	A	$0	5,285	D
Common Stock	06/15/2023		A		6,200(1)	A	$0	11,485	D
Common Stock	06/15/2023		F		2,680	D	$222.58(2)	8,805	D
Common Stock								231(3)	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	(4)	06/15/2023		M			345	(5)	(5)	Common Stock	345	$0	0	D
Restricted stock units	(4)	06/15/2023		M			396	(6)	(6)	Common Stock	396	$0	397	D
Restricted stock units	(4)	06/15/2023		M			450	(7)	(7)	Common Stock	450	$0	900	D
Restricted stock units	(4)							(8)	(8)	Common Stock	1,233		1,233	D

Explanation of Responses:

1. Represents the number of shares of Common Stock earned upon the vesting of performance-based restricted stock units awarded to Mr. Brennan under Casey's 2021 fiscal year long-term incentive compensation program.

2. Closing price of Casey's General Stores, Inc. Common Stock on June 15, 2023.

3. Allocated to 401k plan account as of April 30, 2023. Does not include any shares allocated by the plan trustee after that date.

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 remainder of this award vested on June 15, 2023. Not included in the reported award amount is a target amount of performance-based restricted stock units that vested 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 is reported above.

6. Pursuant to terms and conditions of 2018 Stock Incentive Plan. The remainder of this award will vest on 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.

7. Pursuant to terms and conditions of 2018 Stock Incentive Plan. The remainder of this award will vest in equal installments on June 15, 2024 and June 15, 2025. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2025, 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.

8. Pursuant to terms and conditions of 2018 Stock Incentive Plan. This award will vest in equal installments on June 15, 2024, June 15, 2025 and June 15, 2026. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2026, 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 October 17, 2019	06/20/2023
	** 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.