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 *

Sonnier Gerard J
2. Issuer Name and Ticker or Trading Symbol

CST BRANDS, INC. [ CST ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, GC and Secretary
(Last)          (First)          (Middle)

19500 BULVERDE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/27/2016
(Street)

SAN ANTONIO, TX 78259
(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
Common Stock, Par Value $0.01   12/27/2016     M    602   A   (1) 14575   D    
Common Stock, Par Value $0.01   12/27/2016     M    3436   A   (1) 18011   D    
Common Stock, Par Value $0.01   12/27/2016     M    5796   A   (1) 23807   D    
Common Stock, Par Value $0.01   12/27/2016     M    125   A $48.175   (2) 23932   D    
Common Stock, Par Value $0.01   12/27/2016     M    1189   A $48.175   (3) 25121   D    
Common Stock, Par Value $0.01   12/27/2016     M    2303   A $48.175   (4) 27424   D    
Common Stock, Par Value $0.01   12/27/2016     F    4127   D $48.175   23297   D    
Common Stock, Par Value $0.01   12/28/2016     S    2986   D $48.20   (5) 20311   D    
Common Stock, Par Value $0.01   12/29/2016     S    3617   D $48.32   16694   D    

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
Restricted Stock Units     (6) 12/27/2016     M         602    11/14/2015   (7)   (7) Common Stock   602.0   $0   0   D    
Restricted Stock Units     (6) 12/27/2016     M         3436    3/12/2016   (8)   (8) Common Stock   3436.0   $0   0   D    
Restricted Stock Units     (6) 12/27/2016     M         5796    3/8/2016   (9)   (9) Common Stock   5796.0   $0   0   D    
Stock Option (Right to Buy)   $41.405   12/27/2016     M         14596    3/12/2016   (10) 3/12/2025   (10) Common Stock   14596.0   $0   0   D    
Stock Option (Right to Buy)   $38.76   12/27/2016     M         20307    3/8/2017   (11) 3/8/2026   (11) Common Stock   20307.0   $0   0   D    
Stock Option (Right to Buy)   $41.54   12/27/2016     M         1571    11/14/2015   (12) 11/14/2024   (12) Common Stock   1571.0   $0   0   D    

Explanation of Responses:
( 1)  Shares of common stock, par value $0.01 ("Common Stock") of CST Brands, Inc. (the "Issuer") acquired upon vesting of restricted stock units.
( 2)  Net shares of Common Stock received after the exercise and swap of 1,571 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).
( 3)  Net shares of Common Stock received after the exercise and swap of 14,596 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).
( 4)  Net shares of Common Stock received after the exercise and swap of 20,307 stock options of the Issuer (including shares swapped to cover option costs and tax withholding).
( 5)  These shares were sold in multiple transactions on December 28, 2016 at the same price of $48.20.
( 6)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
( 7)  On November 14, 2014, the reporting person was granted 1,806 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. The last tranche was vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
( 8)  On March 12, 2015, the reporting person was granted 5,154 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. The last two tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
( 9)  On March 8, 2016, the reporting person was granted 5,796 restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the three tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
( 10)  On March 12, 2015, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. The last two tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
( 11)  On March 8, 2016, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the three tranches were vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.
( 12)  On November 14, 2014, the reporting person was granted stock options that vest in three equal annual installments beginning on the first anniversary of the grant date. However, the last tranche was vested on 12/27/2016 with the authorization of the Compensation Committee of the Board of Directors of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sonnier Gerard J
19500 BULVERDE ROAD
SAN ANTONIO, TX 78259


SVP, GC and Secretary

Signatures
/s/ Giovanna Rueda as Attorney-in-Fact for Gerard J. Sonnier 12/29/2016
** 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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