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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CrossAmerica Partners LP [ CAPL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/25/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/25/2016 | P | 10,000(1) | A | $25.9(1) | 173,211(1) | I(1) | By The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr.(1) | ||
Common Units | 08/25/2016 | P | 5,000(2) | A | $25.92(2) | 3,757,216(2) | I(2) | By Dunne Manning Inc.(2) | ||
Common Units | 08/26/2016 | P | 10,000(3) | A | $26.06(3) | 3,767,216(3) | I(3) | By Dunne Manning Inc.(3) | ||
Common Units | 159,334 | D | ||||||||
Common Units | 1,854,943(4) | I(4) | By Energy Realty Partners, LLC(4) | |||||||
Common Units | 1,583,086(5) | I(5) | See Footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. The reported common units representing limited partner interests (the "Common Units") in CAPL are beneficially owned by The Patricia Dunne Manning Trust for the Family of Joseph V. Topper, Jr. controlled by Joseph V. Topper, Jr. (the "Reporting Person"). The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions on August 25, 2016 at prices ranging from $25.88 to $25.92, inclusive. |
2. The reported Common Units are beneficially owned by Dunne Manning, Inc. (f/k/a Lehigh Gas Corporation) ("Dunne Manning"), an entity wholly owned by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions on August 25, 2016 at prices ranging from $25.87 to $25.92, inclusive. |
3. The reported Common Units are beneficially owned by Dunne Manning. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions on August 26, 2016 at prices ranging from $25.91 to $26.16, inclusive. The Reporting Person undertakes to provide to CAPL, any security holder of CAPL, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4. |
4. The reported Common Units are beneficially owned by Energy Realty Partners, LLC, an entity indirectly owned 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. |
5. The Common Units 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. |
Remarks: |
/s/ Hamlet T. Newsom, Jr., as Attorney-in-Fact for Joseph V. Topper, Jr. | 08/29/2016 | |
** 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. | ||
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. |