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Item 1.
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(a)
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Name of Issuer
CST Brands, Inc.
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(b)
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Address of Issuer's Principal Executive Offices
One Valero Way, Building D, Suite 200, San Antonio, TX78249
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Item 2.
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(a)
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Name of Person Filing
This Statement is being filed by and on behalf of Iridian Asset Management LLC ("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy") (collectively, the "Reporting Persons").
Iridian is majority owned by Arovid Associates LLC, a Delaware limited liability company owned and controlled by the following: 12.5% by Cohen, 12.5% by Levy, 37.5% by LLMD LLC, a Delaware limited liability company, and 37.5% by ALHERO LLC, a Delaware limited liability company. LLMD LLC is owned 1% by Cohen, and 99% by a family trust controlled by Cohen. ALHERO LLC is owned 1% by Levy and 99% by a family trust controlled by Levy.
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(b)
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Address of Principal Business Office or, if none, Residence
The principal business address of the Reporting Persons is 276 Post Road West, Westport, CT 06880-4704.
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(c)
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Citizenship or Place of Organization
Iridian is a Delaware limited liability company. Cohen and Levy are US citizens.
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
12646R105
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ x]
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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(a) and (b)
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Amount beneficially owned and Percent of Class:
As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 8,077,902 shares of Common Stock which equates to approximately 10.7% of the outstanding shares (the percentage of shares of Common Stock owned being based upon 75,690,472 shares of Common Stock outstanding at May 4, 2016 as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
Iridian has direct beneficial ownership of the shares of Common Stock in the accounts for which it serves as the investment adviser under its investment management agreements.
Messrs. Cohen and Levy may be deemed to possess beneficial ownership of the shares of Common Stock beneficially owned by Iridian by virtue of their indirect controlling ownership of Iridian, and having the power to vote and direct the disposition of shares of Common Stock as joint Chief Investment Officers of Iridian. Messrs. Cohen and Levy disclaim beneficial ownership of such shares.
Cohen has direct beneficial ownership of the 4,080 shares of Common Stock owned by him. Levy has direct beneficial ownership of the 1,840 shares of Common Stock owned by him.
As used herein, "beneficial ownership" has the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As used herein, "beneficial ownership" has the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
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(c)
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Power to vote or dispose.
Iridian has the direct power to vote or direct the vote, and the direct power to dispose or direct the disposition, of 8,071,982 shares of Common Stock. Cohen and Levy may be deemed to share with Iridian the power to vote or direct the vote and to dispose or direct the disposition of such shares.
Cohen has the direct power to vote or direct the vote, and the direct power to dispose or direct the disposition, of 4,080 shares of Common Stock. Levy has the direct power to vote or direct the vote, and the direct power to dispose or direct the disposition, of 1,840 shares of Common Stock.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Iridian is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and its principal business is managing a number of accounts containing securities over which Iridian has voting and dispositive power.
Each of Messrs. Cohen and Levy has a controlling interest in Iridian, and serves as Co-Chief Executive Officer and Co-Chief Investment Officer of Iridian.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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