- Statement of Changes in Beneficial Ownership (4)
March 15 2012 - 11:46AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Witherow Brian C
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2. Issuer Name
and
Ticker or Trading Symbol
CEDAR FAIR L P
[
FUN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive VP & CFO
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(Last)
(First)
(Middle)
ONE CEDAR POINT DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2012
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(Street)
SANDUSKY, OH 44870
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Units of Limited Partner Interest
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3/13/2012
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M
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7685
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A
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(1)
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16152
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D
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Units of Limited Partner Interest
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3/13/2012
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D
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3074
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D
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$27.99
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13078
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D
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Units of Limited Partner Interest
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1370
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I
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By Spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Call options to purchase limited partnership units
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$28.45
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(2)
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11/6/2013
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Units of Limited Partner Interest
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1000
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1000
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D
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Phantom Units
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(3)
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3/13/2012
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M
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7685
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3/13/2012
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(4)
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Units of Limited Partner Interest
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7685
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(3)
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7685
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D
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Explanation of Responses:
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(
1)
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These units were granted pursuant to the Partnership's 2008 Omnibus Incentive Plan.
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(
2)
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Options vested at a rate of 20% per year on each anniversary date, beginning on November 6, 2004.
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(
3)
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Each phantom unit is the economic equivalent of one limited partner unit in Cedar Fair, L.P.
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(
4)
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Half of this award vested in March 2012. The remaining phantom units will vest in March 2013, assuming the grantee continues to be employed with the Company.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Witherow Brian C
ONE CEDAR POINT DRIVE
SANDUSKY, OH 44870
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Executive VP & CFO
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Signatures
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/s/ Brian C. Witherow
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3/15/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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