SEC FORM 4 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)
02/06/2020
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 02/06/2020 A(1) 2,528,673 A (1) 2,528,673(1)(2) I(1)(2) See Footnote(1)(2)
Common Units 7,486,131(2)(3) I(3) Dunne Manning CAP Holdings I LLC(3)
Common Units 1,651,197(2)(4) I(4) See Footnote(4)
Common Units 68,972(2)(5) I(5) By The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr.(5)
Common Units 65,395 D
Common Units 1,854,943(2)(6) I(6) By Energy Realty Partners, LLC(6)
Common Units 3,782,216(2)(7) I(7) By Dunne Manning Inc.(7)
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)
Explanation of Responses:
1. On February 6, 2020, pursuant to the Equity Restructuring Agreement dated January 15, 2020 by and among CrossAmerica GP LLC (the "General Partner"), Dunne Manning CAP Holdings II LLC ("DM Holdings II"), and CrossAmerica Partners LP ("CAPL"), DM Holdings II acquired from CAPL 2,528,673 Common Units in exchange for the cancellation of all of the incentive distribution rights of CAPL. DM Holdings II is a wholly owned subsidiary of Dunne Manning Partners LLC ("DM Partners"), which is controlled and managed by DM Partners Management Co. LLC ("DM Management"), which in turn is controlled by Joseph V. Topper, Jr. ("Mr. Topper"), its sole manager. DM Management is a wholly owned subsidiary of the Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Trust"). The Trust indirectly owns a majority of the member interests in DM Partners. The Trust is controlled by Mr. Topper, the Chairman of the Board of the General Partner.
2. The Reporting Person disclaims beneficial ownership of these Common Units 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. Dunne Manning Partners LLC is controlled and managed by a wholly owned subsidiary of the Trust, which is controlled by Mr. Topper.
4. Does not include 229,333 Common Units held by The Topper Foundation, a 501(c)(3) non-profit corporation. Mr. Topper, who makes investment and voting decisions with respect to the Common Units held by The Topper Foundation, has no pecuniary interest in these Common Units. The Common Units listed here are owned directly by several entities that are controlled by Mr. Topper, as follows: 133,000 Common Units held by ERNJ, LLC (100% owned by the Trust, which is controlled by Mr. Topper); 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 Trust holds a 45% limited partner interest).
5. Held directly by the Trust, which is controlled by the Reporting Person.
6. Held directly by Energy Realty Partners, LLC, which is 100% owned by the Trust and the Reporting Person is its sole manager.
7. Held directly by Dunne Manning Inc., which is owned 100% by the Trust and the Reporting Person is its sole director.
Remarks:
/s/ Joseph V. Topper, Jr. 02/07/2020
/s/ Joseph V. Topper, Jr. Trustee of the Member of DM Partners Management Co. LLC 02/07/2020
/s/ Joseph V. Topper, Jr. Trustee of the Member of the Manager of Dunne Manning Partners LLC 02/07/2020
/s/ Joseph V. Topper, Jr. Trustee of Patricia Dunne Topper Trust 02/07/2020
Joseph V. Topper, Jr. Trustee of the Member of the Manager of the Member of Dunne Manning CAP Holdings I LLC 02/07/2020
** 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).
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POWER OF ATTORNEY
       KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints Michael W. Federer as the undersigned's true and lawful attorney-in-fact to act for and on behalf of and in the name, place and stead of the undersigned to:
1. prepare, execute and file, for and on behalf of the undersigned any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, including without limitation any Form 3, 4, or 5 (or any successor schedules or forms adopted under the Exchange Act) and any amendments to any of the foregoing; and
2. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, herby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
       All prior Powers of Attorney are hereby revoked.  This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to an attorney-in-fact.
       This Power of Attorney shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflicts of laws.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of December, 2018.

                                    /s/
                            Joseph V. Topper, Jr.