CST BRANDS, INC. 4

Accession 0001229536-17-000010

CIK 0001562039operating

View on SEC.gov Company Profile

Filed

Jun 29, 8:00 PM ET

Accepted

Jun 30, 4:34 PM ET

Size

30.7 KB

Accession

0001229536-17-000010

Insider Transaction Report

Form 4

Period: 2017-06-28

CST BRANDS, INC.CST

KILLINGER CLAYTON E

Senior VP and CFO

Transactions

Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28$48.53/sh+22,614$1,097,457→ 93,719 total
Exercise/Conversion
Restricted Stock Units
2017-06-28+3,929→ 0 total
From: 2017-03-12→ Common Stock (3,929 underlying)
Exercise/Conversion
Restricted Stock Units
2017-06-28+29,874→ 0 total
From: 2018-03-08→ Common Stock (29,874 underlying)
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+16,669→ 110,388 total
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+29,874→ 29,874 total
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28$48.53/sh+29,020$1,408,341→ 71,105 total
Exercise/Conversion
Restricted Stock Units
2017-06-28+8,282→ 0 total
From: 2018-03-08→ Common Stock (8,282 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2017-06-28+29,020→ 0 total
Exercise: $38.76From: 2018-03-08Exp: 2026-03-08→ Common Stock (29,020 underlying)
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+8,282→ 38,156 total
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+3,929→ 42,085 total
Exercise/Conversion
Stock Option (Right to Buy)
2017-06-28+22,614→ 0 total
Exercise: $41.41From: 2018-03-12Exp: 2025-03-12→ Common Stock (22,614 underlying)
Exercise/Conversion
Market Stock Unit
2017-06-28+16,669→ 0 total
From: 2019-03-08→ Common Stock (16,669 underlying)

Footnotes (11)

[F1]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.
[F10]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.
[F11]On March 8, 2016, the reporting person was granted 11,739 MSUs that vest in three years from the grant date. See Note 9 regarding the conversion of outstanding MSUs.
[F2]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).
[F3]Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
[F4]On February 16, 2017, the reporting person was granted restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs.
[F5]On March 8, 2016, the reporting person was granted 12,423 RSUs that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs.
[F6]On March 12, 2015, the reporting person was granted 11,787 RSUs that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs.
[F7]Net shares of Common Stock received after the exercise and swap of 29,020 stock options of the Issuer.
[F8]Net shares of Common Stock received after the exercise and swap of 22,614 stock options of the Issuer.
[F9]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.

Documents

2 files

Issuer

CST BRANDS, INC.

CIK 0001562039

→

Entity typeoperating

Related Parties

filerCIK 0001562039

Filing Metadata

Form type: 4
Filed: Jun 29, 8:00 PM ET
Accepted: Jun 30, 4:34 PM ET
Size: 30.7 KB

View on SEC.gov