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 *

Ouimet Matthew A
2. Issuer Name and Ticker or Trading Symbol

CEDAR FAIR L P [ FUN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

ONE CEDAR POINT DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/21/2017
(Street)

SANDUSKY, OH 44870
(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
Units of Limited Partner Interest   6/21/2017     S (1)    12000   D $71.20   (2) 207299   D    
Units of Limited Partner Interest                  1000   I   By Spouse  

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
call options to purchase limited partnership units   $36.95                      (3) 2/26/2023   Units of Limited Partner Interest   122492.0     122492   D    
call options to purchase limited partnership units   $29.53                      (4) 3/27/2022   Units of Limited Partner Interest   86387.0     86387   D    
Restricted Units     (5)                    (6)   (6) Units of Limited Partner Interest   124234.0     124234   D    

Explanation of Responses:
(1)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 25, 2017.
(2)  The price reported in Column 4 is a weighted average price. These units were sold in multiple transactions ranging from $71.00 to $71.34, inclusive. The reporting person undertakes to provide to Cedar Fair, L.P., any unit holder of Cedar Fair, L.P., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of units sold at each separate price within the ranges set forth in this footnote.
(3)  Options vest at a rate of 33% per year on each anniversary date, beginning on February 26, 2014.
(4)  Options vest at a rate of 33% per year on each anniversary date, beginning on March 27, 2013.
(5)  Represents restricted units acquired by the reporting person upon satisfaction of performance period. Each restricted unit is the economic equivalent of one limited partner unit in Cedar Fair, L.P.
(6)  Units vest at a rate of 50% on December 29, 2017 and December 31, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ouimet Matthew A
ONE CEDAR POINT DRIVE
SANDUSKY, OH 44870
X
CEO

Signatures
Matthew A. Ouimet 6/23/2017
** 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.
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