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)
600 WEST HAMILTON ST., SUITE 500

(Street)
ALLENTOWN PA 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)
04/14/2020
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)
Code V Amount (A) or (D) Price
Common Units 04/14/2020 A 744,544 A (1) 744,544(2)(3) I(2) See footnote(2)
Common Units 04/14/2020 A 98,337 A (1) 98,337(3)(4) I(4) See footnote(4)
Common Units 2,528,673(3)(5) I(3)(5) See Footnote(3)(5)
Common Units 7,486,131(3)(6) I(6) Dunne Manning CAP Holdings I LLC(6)
Common Units 1,651,197(3)(7) I(7) See Footnote(7)
Common Units 68,972(3) I(8) By The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr.(8)
Common Units 65,395 D(3)
Common Units 1,854,943(3)(9) I(9) By Energy Realty Partners, LLC(9)
Common Units 3,782,216(3)(10) I(10) By Dunne Manning Inc.(10)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On April 14, 2014, pursuant to an Asset Purchase Agreement dated January 15, 2020 (the "Purchase Agreement"), with the sellers ("Sellers") signatories thereto, including Dunne Manning Wholesale LLC ("DMW"), an entity affiliated with Joseph V. Topper, Jr. ("Mr. Topper"), CrossAmerica Partners LP ("CAPL") purchased from the Sellers retail operations and related wholesale distribution and leasehold interests valued at $36 million in exchange in part for the issuance by CAPL of an aggregate of 842,891 common units valued at $15 million and calculated based on the volume weighted average trading price of $17.80 per common unit for the 20-day period ended on January 8, 2020, five business days prior to the announcement of the Purchase Agreement.
2. 744,544 of these common units were issued to DMW, a wholly owned subsidiary of the Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Trust"). The Trust is controlled by Mr. Topper. Beneficiaries of the Trust include members of Mr. Topper's family. Mr. Topper is the Chairman of the Board of the general partner of CAPL.
3. With the exception of the common units held directly, Mr. Topper disclaims beneficial ownership of all other common units reported herein except to the extent of his pecuniary interest therein, and the inclusion of these common units in this report shall not be deemed an admission of beneficial ownership of all of the reported common units for purposes of Section 16 or for any other purpose.
4. Pursuant to the Purchase Agreement, Nova8516 LP ("Nova") received 98,337 common units. The Trust owns the general partner of Nova and indirectly owns a 90% limited partner interest.
5. Held by Dunne Manning CAP Holdings II LLC ("DM Holdings II"). DM Holdings II is a wholly owned subsidiary of Dunne Manning Partners LLC. Dunne Manning Partners LLC is controlled and managed by DM Partners Management Co. LLC, which is controlled by Mr. Topper, its sole manager. DM Partners Management Co. LLC is a wholly owned subsidiary of the Trust. Further, the Trust indirectly owns a majority of the member interests in Dunne Manning Partners LLC.
6. Dunne Manning Partners LLC is controlled and managed by a wholly owned subsidiary of the Trust, which is controlled by Mr. Topper.
7. The common units listed here are owned directly by several entities that are controlled by Mr. Topper, as follows: 133,000 Common Units held by ERNJ, LLC (100% owned by the Trust, which is controlled by Mr. Topper); 637,264 common units held by MMSCC-2, LLC (Mr. Topper controls 100% of the voting shares), and 880,933 common units held by JVT-JMG EROP Holdings, LP (Mr. Topper controls the general partner and the Trust holds a 45% limited partner interest).
8. Held directly by the Trust, which is controlled by Mr. Topper.
9. Held directly by Energy Realty Partners, LLC, which is 100% owned by the Trust and Mr. Topper is its sole manager.
10. Held directly by Dunne Manning Inc., which is owned 100% by the Trust and Mr. Topper is its sole director.
Remarks:
/s/ Joseph V. Topper, Jr. 04/16/2020
/s/ Joseph V. Topper, Jr. Trustee of Patricia Dunne Topper Trust 04/16/2020
** 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).
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