SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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)
2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2019
3. Issuer Name and Ticker or Trading Symbol
CrossAmerica Partners LP [ CAPL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 7,486,131(1) I(2) See footnote(1)(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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. The Trust disclaims beneficial ownership of these Common Units except to the extent of its 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.
2. Pursuant to a Securities Purchase Agreement dated November 19, 2019, Dunne Manning CAP Holdings I LLC, a wholly owned subsidiary of Dunne Manning Partners LLC, acquired 7,486,131 Common Units from certain subsidiaries of Circle K Stores, Inc. Dunne Manning Partners LLC is controlled and managed by DM Partners Management Co. LLC, which is controlled by Joseph V. Topper, Jr., its sole manager. DM Partners Management Co. LLC is a wholly owned subsidiary of the Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Trust"). Further, the Trust owns a majority of the member interests in Dunne Manning Partners LLC. The Trust is controlled by Joseph V. Topper, Jr. Mr. Topper is the Chairman of the Board of the General Partner of CrossAmerica Partners, L.P.
Remarks:
Joseph V. Topper, Jr. Trustee of the Member of the Manager of the Member of Dunne Manning CAP Holdings I LLC 11/19/2019
Joseph V. Topper, Jr. Trustee of the Member of DM Partners Management Co. LLC 11/29/2019
Joseph V. Topper, Jr. Trustee of the Member of the Manager of Dunne Manning Partners LLC 11/29/2019
Joseph V. Topper, Jr. Trustee of Patricia Dunne Topper Trust 11/29/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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