SEC Filing | CrossAmerica Partners

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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)

645 HAMILTON ST, SUITE 500

(Street)

ALLENTOWN

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)
02/25/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	02/25/2016		C		19,288	A	⁽¹⁾	155,592⁽⁶⁾	D
Common Units	02/25/2016		C		93,211⁽²⁾	A	⁽¹⁾	163,211⁽⁶⁾	I⁽²⁾	By Foundation⁽²⁾
Common Units	02/25/2016		C		1,358,698⁽³⁾	A	⁽¹⁾	1,854,943⁽⁶⁾	I⁽³⁾	By Energy Realty Partners, LLC⁽³⁾
Common Units	02/25/2016		C		3,732,216⁽⁴⁾	A	⁽¹⁾	3,752,216⁽⁶⁾	I⁽⁴⁾	By Dunne Manning Inc.⁽⁴⁾
Common Units	02/25/2016		C		1,583,086⁽⁵⁾	A	⁽¹⁾	1,583,086⁽⁶⁾	I⁽⁵⁾	See Footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinated Units	⁽¹⁾	02/25/2016		C			19,288	⁽¹⁾	⁽¹⁾	Common Units	19,288	⁽¹⁾	0	D
Subordinated Units	⁽¹⁾	02/25/2016		C			93,211	⁽¹⁾	⁽¹⁾	Common Units	93,211	⁽¹⁾	0	I⁽²⁾	By Foundation⁽²⁾
Subordinated Units	⁽¹⁾	02/25/2016		C			1,358,698	⁽¹⁾	⁽¹⁾	Common Units	1,358,698	⁽¹⁾	0	I⁽³⁾	By Energy Realty Partners, LLC⁽³⁾
Subordinated Units	⁽¹⁾	02/25/2016		C			3,732,216	⁽¹⁾	⁽¹⁾	Common Units	3,732,216	⁽¹⁾	0	I⁽⁴⁾	By Dunne Manning Inc.⁽⁴⁾
Subordinated Units	⁽¹⁾	02/25/2016		C			1,583,086	⁽¹⁾	⁽¹⁾	Common Units	1,583,086	⁽¹⁾	0	I⁽⁵⁾	See Footnote⁽⁵⁾

Explanation of Responses:

1. On February 25, 2016, the 6,786,499 subordinated units representing limited partner interests in the Issuer (the "Subordinated Units") directly or indirectly held by the Reporting Person converted (the "Conversion") on a one-to-one basis to common units representing limited partner interests in the Issuer (the "Common Units") as prescribed in the First Amended and Restated Limited Partnership Agreement of the Issuer, dated October 30, 2012, as amended.

2. The reported Subordinated Units were beneficially owned pre-Conversion, and the Common Units received as a result of the Conversion are beneficially owned, by a foundation controlled by the Reporting Person.

3. The reported Subordinated Units were beneficially owned pre-Conversion, and the Common Units received as a result of the Conversion are beneficially owned, by Energy Realty Partners, LLC, an entity indirectly owned and controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these Common Units except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of all of these Common Units for purposes of Section 16 or for any other purpose.

4. The reported Subordinated Units were beneficially owned pre-Conversion, and the Common Units received as a result of the Conversion are beneficially owned, by Dunne Manning, Inc. (f/k/a Lehigh Gas Corporation), an entity wholly owned by the Reporting Person.

5. The reported Subordinated Units were beneficially owned pre-Conversion, and the Common Units received as a result of the Conversion are beneficially owned, by entities that are wholly owned (either directly or indirectly) by the Reporting Person: MMSCC II, LLC, ERNJ, LLC, JVT-JMG EROP Holdings, LP and Kwik-Pik Ohio, LLC.

6. Pursuant to a voting agreement, CST Brands, Inc., the owner of the general partner of the Issuer, has the right to direct the vote, under certain circumstances, of all of the Common Units beneficially owned by the Reporting Person, including the 6,786,499 Common Units issued as a result of the Conversion.

Remarks:

	/s/ Hamlet T. Newsom, Jr., as Attorney-in-Fact for Joseph V. Topper, Jr.	02/29/2016
	** 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.
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