0001448219-17-000012.txt : 20170630 0001448219-17-000012.hdr.sgml : 20170630 20170630162857 ACCESSION NUMBER: 0001448219-17-000012 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: Lubel Kimberly S CENTRAL INDEX KEY: 0001448219 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35743 FILM NUMBER: 17942572 MAIL ADDRESS: STREET 1: P.O. BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 FORMER NAME: FORMER CONFORMED NAME: Bowers Kimberly S. DATE OF NAME CHANGE: 20081020 4 1 wf-form4_149885452274907.xml FORM 4 X0306 4 2017-06-28 0 0001562039 CST BRANDS, INC. CST 0001448219 Lubel Kimberly S 19500 BULVERDE ROAD SAN ANTONIO TX 78259 1 1 0 0 President and CEO Common Stock, Par Value $0.01 2017-06-28 4 M 0 60714 A 60714 D Common Stock, Par Value $0.01 2017-06-28 4 M 0 16832 A 77546 D Common Stock, Par Value $0.01 2017-06-28 4 M 0 9178 A 86724 D Common Stock, Par Value $0.01 2017-06-28 4 M 0 58982 48.53 A 145706 D Common Stock, Par Value $0.01 2017-06-28 4 M 0 52827 48.53 A 198533 D Common Stock, Par Value $0.01 2017-06-28 4 M 0 33880 0 A 232413 D Common Stock, Par Value $0.01 2017-06-28 4 D 0 232413 48.53 D 102170 D Restricted Stock Units 2017-06-28 4 M 0 60714 0 A 2018-02-16 Common Stock 60714.0 0 D Restricted Stock Units 2017-06-28 4 M 0 16832 0 A 2018-03-08 Common Stock 16832.0 0 D Restricted Stock Units 2017-06-28 4 M 0 9178 0 A 2017-03-12 Common Stock 9178.0 0 D Stock Option (Right to Buy) 38.76 2017-06-28 4 M 0 58982 0 A 2017-03-08 2026-03-08 Common Stock 58982.0 0 D Stock Option (Right to Buy) 41.405 2017-06-28 4 M 0 52827 0 A 2016-03-12 2025-03-12 Common Stock 52827.0 0 D Market Stock Unit 2017-06-28 4 M 0 33880 0 A 2019-03-08 Common Stock 33880.0 0 D On August 21, 2016, CST Brands, Inc., a Delaware corporation ("CST" or "Issuers"), 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). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. On February 16, 2017, the reporting person was granted 60,714 restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs. On March 8, 2016, the reporting person was granted 25,248 RSUs that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs. On March 12, 2015, the reporting person was granted 27,534 RSUs that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs. Net shares of Common Stock received after the exercise and swap of 58,982 stock options of the Issuer Net shares of Common Stock received after the exercise and swap of 52,827 stock options of the Issuer Shares of Common Stock acquired upon vesting of market stock units ("MSUs"). As per the Merger Agreement (defined above), each award of MSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested at 142% of the MSU awards granted. Each MSU represents a contingent right to receive one share of the Issuer's Common Stock. See Note 9 regarding the conversion of outstanding MSUs. On March 8, 2016, the reporting person was granted 23,859 MSUs that vest in three years from the grant date. See Note 9 regarding the conversion of outstanding MSUs. /s/ Giovanna Rueda as Attorney in Fact for Kimberly S. Lubel 2017-06-30 EX-24 2 poa.htm POWER OF ATTORNEY FOR: GIOVANNA RUEDA AS ATTORNEY IN FACT FOR KIMBERLY S. BOWERS

POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Hamlet T. Newsom, Jr. and Giovanna Rueda, 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 13th day of July, 2015.

									/s/
							Kimberly S. Lubel