4//SEC Filing
CST BRANDS, INC. 4
Accession 0001571115-17-000006
CIK 0001562039operating
Filed
Jun 29, 8:00 PM ET
Accepted
Jun 30, 4:46 PM ET
Size
17.1 KB
Accession
0001571115-17-000006
Insider Transaction Report
Form 4
Sonnier Gerard J
SVP, GC and Secretary
Transactions
- Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+3,427→ 7,774 total - Exercise/Conversion
Restricted Stock Units
2017-06-28+4,347→ 0 totalFrom: 2018-02-16→ Common Stock (4,347 underlying) - Disposition to Issuer
Common Stock, Par Value $0.01
2017-06-28$48.35/sh−7,774$375,873→ 14,829 total - Exercise/Conversion
Market Stock Unit
2017-06-28+3,427→ 0 totalFrom: 2019-03-08→ Common Stock (3,427 underlying) - Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+4,347→ 4,347 total
Footnotes (7)
- [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.
- [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]March 8, 2016, the reporting person was granted 5,796 restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of outstanding RSUs.
- [F5]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.
- [F6]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.
- [F7]On March 8, 2016, the reporting person was granted MSUs that vest in three years from the grant date. See Note 9 regarding the conversion of outstanding MSUs.
Issuer
CST BRANDS, INC.
CIK 0001562039
Entity typeoperating
Related Parties
1- filerCIK 0001562039
Filing Metadata
- Form type
- 4
- Filed
- Jun 29, 8:00 PM ET
- Accepted
- Jun 30, 4:46 PM ET
- Size
- 17.1 KB