FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lubel Kimberly S
2. Issuer Name and Ticker or Trading Symbol

CST BRANDS, INC. [ CST ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

19500 BULVERDE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

6/28/2017
(Street)

SAN ANTONIO, TX 78259
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock, Par Value $0.01   6/28/2017     M    60714   A   (1) (2) (3) 60714   (4) D    
Common Stock, Par Value $0.01   6/28/2017     M    16832   A   (1) (2) (3) 77546   (5) D    
Common Stock, Par Value $0.01   6/28/2017     M    9178   A   (1) (2) (3) 86724   (6) D    
Common Stock, Par Value $0.01   6/28/2017     M    58982   A $48.53   145706   (7) D    
Common Stock, Par Value $0.01   6/28/2017     M    52827   A $48.53   198533   (8) D    
Common Stock, Par Value $0.01   6/28/2017     M    33880   A $0   (9) (10) 232413   (11) D    
Common Stock, Par Value $0.01   6/28/2017     D    232413   D $48.53   (1) (2) 102170   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units     (3) 6/28/2017     M      60714       2/16/2018     (1) (2) Common Stock   60714.0   (4) $0   0   D    
Restricted Stock Units     (3) 6/28/2017     M      16832       3/8/2018     (1) (2) Common Stock   16832.0   (5) $0   0   D    
Restricted Stock Units     (3) 6/28/2017     M      9178       3/12/2017     (1) (2) Common Stock   9178.0   (6) $0   0   D    
Stock Option (Right to Buy)   $38.76   6/28/2017     M      58982       3/8/2017   3/8/2026   Common Stock   58982.0   $0   0   D    
Stock Option (Right to Buy)   $41.405   6/28/2017     M      52827       3/12/2016   3/12/2025   Common Stock   52827.0   $0   0   D    
Market Stock Unit     (10) 6/28/2017     M      33880       3/8/2019     (1) (9) Common Stock   33880.0   $0   0   D    

Explanation of Responses:
(1)  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.
(2)  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).
(3)  Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
(4)  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.
(5)  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.
(6)  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.
(7)  Net shares of Common Stock received after the exercise and swap of 58,982 stock options of the Issuer
(8)  Net shares of Common Stock received after the exercise and swap of 52,827 stock options of the Issuer
(9)  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.
(10)  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.
(11)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lubel Kimberly S
19500 BULVERDE ROAD
SAN ANTONIO, TX 78259
X
President and CEO

Signatures
/s/ Giovanna Rueda as Attorney in Fact for Kimberly S. Lubel 6/30/2017
** 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 control number.
Cst Brands, Inc. (NYSE:CST)
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Cst Brands, Inc. (NYSE:CST)
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