0001329588-17-000006.txt : 20170630 0001329588-17-000006.hdr.sgml : 20170630 20170630131033 ACCESSION NUMBER: 0001329588-17-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170628 FILED AS OF DATE: 20170630 DATE AS OF CHANGE: 20170630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CST BRANDS, INC. CENTRAL INDEX KEY: 0001562039 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 461365950 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19500 BULVERDE ROAD STREET 2: SUITE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78259 BUSINESS PHONE: (210) 692-5000 MAIL ADDRESS: STREET 1: 19500 BULVERDE ROAD STREET 2: SUITE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78259 FORMER COMPANY: FORMER CONFORMED NAME: CrossAmerica Partners LP DATE OF NAME CHANGE: 20150811 FORMER COMPANY: FORMER CONFORMED NAME: CST Brands, Inc. DATE OF NAME CHANGE: 20130128 FORMER COMPANY: FORMER CONFORMED NAME: Corner Store Holdings, Inc. DATE OF NAME CHANGE: 20121113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boles Donna M CENTRAL INDEX KEY: 0001329588 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35743 FILM NUMBER: 17941290 MAIL ADDRESS: STREET 1: 17 MILLSTONE COURT CITY: MORRISTOWN STATE: NJ ZIP: 07960 4 1 wf-form4_149884261885138.xml FORM 4 X0306 4 2017-06-28 0 0001562039 CST BRANDS, INC. CST 0001329588 Boles Donna M 19500 BULVERDE ROAD SAN ANTONIO TX 78259 1 0 0 0 Common Stock, Par Value $0.01 2017-06-28 4 M 0 2793 0 A 17770 D Common Stock, Par Value $0.01 2017-06-28 4 D 0 2793 48.53 D 14977 D Restricted Stock Units 2017-06-28 4 M 0 2793 0 D Common Stock 2793.0 0 D Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. On August 21, 2016, CST Brands, Inc., a Delaware corporation ("CST"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Circle K Stores Inc., a Texas corporation ("Circle K"), and Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Circle K ("Merger Sub"). Circle K is a wholly owned subsidiary of Alimentation Couche-Tard Inc ("ACT"). On June 28, 2017, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware, Merger Sub merged with and into CST (the "Merger"). At the effective time of the Merger (the "Effective Time"), the separate corporate existence of Merger Sub ceased, and CST survived the Merger as an indirect, wholly owned subsidiary of Circle K. As per the Merger Agreement (defined above), each award of RSUs that was outstanding immediately prior to the effective time, whether vested or unvested, became fully vested and was converted into the right to receive a cash payment equal to the product of (1) the number of shares of CST common stock subject to such award as of the effective time and (2) the merger consideration (as defined in the Merger Agreement). /s/ Giovanna Rueda as Attorney in Fact for Donna M. Boles 2017-06-30 EX-24 2 poa.htm POWER OF ATTORNEY FOR: GIOVANNA RUEDA AS ATTORNEY IN FACT FOR DONNA M. BOLES

POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J. Sonnier, Giovanna Rueda, and Henry Martinez, 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 State of Texas, 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 18th day of September, 2014.

								/s/
							Donna M. Boles