CST BRANDS, INC. 4

Accession 0001572905-17-000013

CIK 0001562039operating

View on SEC.gov Company Profile

Filed

Jun 29, 8:00 PM ET

Accepted

Jun 30, 4:32 PM ET

Size

29.3 KB

Accession

0001572905-17-000013

Insider Transaction Report

Form 4

Period: 2017-06-28

CST BRANDS, INC.CST

Adams Charles (Hal)

Senior VP--Marketing

Transactions

Exercise/Conversion
Restricted Stock Units
2017-06-28+5,734→ 0 total
From: 2018-03-08→ Common Stock (5,734 underlying)
Exercise/Conversion
Restricted Stock Units
2017-06-28+1,868→ 0 total
From: 2017-03-12→ Common Stock (1,868 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2017-06-28+20,094→ 0 total
Exercise: $38.76From: 2018-03-08Exp: 2026-03-08→ Common Stock (20,094 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2017-06-28+10,751→ 0 total
Exercise: $41.41From: 2018-03-12Exp: 2025-03-12→ Common Stock (10,751 underlying)
Exercise/Conversion
Market Stock Unit
2017-06-28+11,542→ 0 total
From: 2019-03-08→ Common Stock (11,542 underlying)
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+11,542→ 70,674 total
Disposition to Issuer
Common Stock, Par Value $0.01
2017-06-28$48.53/sh−70,674$3,429,809→ 11,310 total
Exercise/Conversion
Restricted Stock Units
2017-06-28+20,685→ 0 total
From: 2018-02-16→ Common Stock (20,685 underlying)
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+20,685→ 20,685 total
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+5,734→ 26,419 total
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28+1,868→ 28,287 total
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28$48.53/sh+20,094$975,162→ 48,381 total
Exercise/Conversion
Common Stock, Par Value $0.01
2017-06-28$48.53/sh+10,751$521,746→ 59,132 total

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 8,128 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 20,685 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 8,601 restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of the outstanding RSUs.
[F6]On March 12, 2015, the reporting person was granted 5,604 restricted stock units that vest in three years from grant date. See Note 2 regarding the conversion of the outstanding RSUs.
[F7]Net shares of Common Stock received after the exercise and swap of 20,094 stock options of the Issuer.
[F8]Net shares of Common Stock received after the exercise and swap of 10,751 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

1 file

4
wf-form4_149885475393478.xmlPrimary
FORM 4

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, 4:32 PM ET
Size: 29.3 KB

View on SEC.gov