SEC Filing | CrossAmerica Partners

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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^*

Brecker Robert

(Last)

(First)

(Middle)

107 SACRAMENTO DRIVE

SUITE 400

(Street)

QUAKERTOWN

18951

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2023

3. Issuer Name and Ticker or Trading Symbol
CrossAmerica Partners LP [ CAPL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice Pres Operations

5. 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 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	9,155	D
Common Units	1,441	I	By Spouse

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Units	2,364	⁽¹⁾	D
Phantom Units⁽¹⁾	⁽³⁾	⁽³⁾	Common Units	2,135	⁽¹⁾	D
Phantom Units⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Units	3,434	⁽¹⁾	D

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one common unit ("Common Unit") representing a limited partner interest in CrossAmerica Partners L.P. and is accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of distributions authorized to be paid to the holders of Common Units.

2. On November 9, 2020, the reporting person was granted 3,546 phantom units. 50% of the grant will vest ratably over three years, each as of December 31, until December 31, 2023. 50% of the grant will vest upon death or disability, or retirement if such retirement is not adverse to the interests of the Issuer, as determined by the Board in its sole discretion. This 50% portion will expire, if unvested, 20 years from the grant date. The amount reported herein consists of 2,364 unvested units.

3. On October 25, 2021, the reporting person was granted 2,562 phantom units. 50% of the grant will vest ratably over three years, each as of December 31, until December 31, 2024. 50% of the grant will vest upon death or disability, or retirement if such retirement is not adverse to the interests of the Issuer, as determined by the Board in its sole discretion. This 50% portion will expire, if unvested, 20 years from the grant date. The amount reported herein consists of 2,135 unvested units.

4. On October 25, 2022, the reporting person was granted 3,434 phantom units. 50% of the grant will vest ratably over three years, each as of December 31, until December 31, 2025. 50% of the grant will vest upon death or disability, or retirement if such retirement is not adverse to the interests of the Issuer, as determined by the Board in its sole discretion. This 50% portion will expire, if unvested, 20 years from the grant date. The amount reported herein consists of 3,434 unvested units.

Remarks:

	Christina Casey-Best as attorney-in-fact for Robert Brecker	04/24/2023
	** 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 5 (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.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints Christina Casey-Best and Keenan D. Lynch, as the undersigned’s true and lawful attorneys-in-fact to act for and on behalf of and in the name, place and stead of the undersigned to:

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

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 17^th day of April 2023.

	/s/ Robert Brecker
	Robert Brecker