CrossAmerica Partners (CAPL) insider restructures trust and LLC unit control
Rhea-AI Filing Summary
CrossAmerica Partners LP insider Joseph V. Topper Jr. reported an internal restructuring of his indirect holdings in the partnership’s common units. On May 21, 2026, he sold a 1% membership interest in MMSCC-2, LLC, which represents that entity’s sole voting power, to The Patricia Dunne Topper Trust for the Family of Joseph V. Topper Jr., a trust he controls.
The filing shows corresponding entries of 6,373 common units each as disposed of and acquired at a median price of $22.72 per unit, reflecting 1% of the units held by MMSCC-2, LLC, rounded to the nearest unit. Most reported common units are held through entities such as MMSCC-2, LLC, JVT-JMG EROP Holdings LP, and other Topper-controlled vehicles, and Mr. Topper expressly disclaims beneficial ownership beyond his pecuniary interest. The transactions are characterized as “other” rather than open-market buys or sells, indicating a shift in control within related entities rather than a change in overall economic exposure.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Topper Joseph V. Jr., Patricia Dunne Topper Trust, DM Partners Management Co. LLC, Dunne Manning CAP Holdings I LLC, Dunne Manning Partners LLC
Role
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Units | 6,373 | $22.72 | $145K |
| Other | Common Units | 6,373 | $22.72 | $145K |
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Holdings After Transaction:
Common Units — 1,511,824 shares (Indirect, See Footnote);
Common Units — 93,404 shares (Direct)
Footnotes (1)
- On May 21, 2026, Mr. Topper, who owned a 1% membership interest in MMSCC-2, LLC (which membership interest constitutes the sole volting power of the entity) sold that 1% membership interest in MMSCC-2, LLC to The Patricia Dunne Topper Trust for the Family of Joseph V. Topper, Jr. (the "Topper Trust"), which is controlled by Mr. Topper. The amount of securities noted as disposed of/acquired by Mr. Topper and the Topper Trust, respectively, is 1% of the total amount of units owned by MMSCC-2, LLC, rounded to the nearest unit. The price reported in Column 4 is the median price of the Common Units on May 20, 2026. With the exception of the common units held directly, Mr. Topper disclaims beneficial ownership of all other common units reported herein except to the extent of his pecuniary interest therein, and the inclusion of these common units in this report shall not be deemed an admission of beneficial ownership of all of the reported common units for purposes of Section 16 or for any other purpose. The common units listed here are owned directly by entities that are controlled by Mr. Topper, as follows: 637,264 common units held by MMSCC-2, LLC (Mr. Topper controls 100% of the voting shares by virtue of his control of the Topper Trust) and 880,993 common units held by JVT-JMG EROP Holdings, LP (Mr. Topper controls the general partner and the Topper Trust holds a 45% limited partner interest). The Topper Trust is controlled by Mr. Topper. Dunne Manning Wholesale LLC is a wholly owned subsidiary of the Topper Trust. The Topper Trust owns the general partner of Nova8516 LP ("Nova") and indirectly owns a 90% limited partner interest in Nova. Dunne Manning Inc. is 100% owned by the Topper Trust and Mr. Topper is its sole director. Energy Realty Partners, LLC is 100% owned by the Topper Trust, and Mr. Topper is its sole manager.
Key Figures
Restructuring units per side: 6,373 common units
Reference unit price: $22.72 per unit
Restructuring total units: 12,746 common units
+5 more
8 metrics
Restructuring units per side
6,373 common units
Portion of MMSCC-2, LLC’s CrossAmerica Partners units, rounded
Reference unit price
$22.72 per unit
Median price of common units on May 20, 2026
Restructuring total units
12,746 common units
Aggregate units across two J-coded restructuring entries
MMSCC-2 unit holdings
637,264 common units
Units in MMSCC-2, LLC controlled via the Topper Trust
JVT-JMG EROP Holdings LP units
880,993 common units
Held by JVT-JMG EROP Holdings LP, linked to the Topper Trust
MMSCC-2 membership interest moved
1% membership interest
Interest with sole voting power transferred to the Topper Trust
Nova limited partner interest
90% limited partner interest
Indirect interest in Nova via the Topper Trust
JVT-JMG LP interest
45% limited partner interest
Topper Trust’s limited partner stake in JVT-JMG EROP Holdings LP
Key Terms
Common Units, membership interest, pecuniary interest, limited partner interest, +2 more
6 terms
Common Units financial
"The price reported in Column 4 is the median price of the Common Units on May 20, 2026."
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
membership interest financial
"Mr. Topper, who owned a 1% membership interest in MMSCC-2, LLC ... sold that 1% membership interest"
pecuniary interest financial
"disclaims beneficial ownership of all other common units reported herein except to the extent of his pecuniary interest therein"
limited partner interest financial
"the Topper Trust holds a 45% limited partner interest"
Section 16 regulatory
"shall not be deemed an admission of beneficial ownership ... for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
transaction code J regulatory
"transaction_code_description": "Other acquisition or disposition""
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FAQ
What did the CAPL Form 4 report about Joseph V. Topper Jr.?
The Form 4 reports an internal restructuring of CrossAmerica Partners LP common unit holdings involving entities controlled by Joseph V. Topper Jr., rather than open-market purchases or sales. It details changes in control over units held through MMSCC-2, LLC and related entities.
How many CrossAmerica Partners (CAPL) units were tied to the restructuring?
The restructuring referenced 6,373 common units on each side of the transaction, representing 1% of the units held by MMSCC-2, LLC, rounded to the nearest unit. These entries reflect internal allocation, not a traditional market trade.
What price was used for the CAPL units in the reported Form 4 transactions?
The reported price for the relevant CrossAmerica Partners common units was $22.72 per unit, described as the median price on May 20, 2026. This price is used purely as a reference for the internal restructuring entries in the Form 4.
How is The Patricia Dunne Topper Trust involved in CAPL ownership?
The Patricia Dunne Topper Trust for the Family of Joseph V. Topper Jr. is controlled by Mr. Topper and received a 1% membership interest in MMSCC-2, LLC. The trust also directly or indirectly owns interests in several entities holding CrossAmerica Partners common units.
Does Joseph V. Topper Jr. claim full beneficial ownership of all reported CAPL units?
No. The filing states that, except for units held directly, he disclaims beneficial ownership of other reported common units beyond his pecuniary interest. This clarification limits how his indirect holdings through trusts and LLCs are treated under Section 16.
Were there any open-market buys or sells of CAPL units in this Form 4?
The Form 4 does not report open-market purchases or sales. The only non-derivative transactions are coded “J” for other acquisition or disposition, reflecting an internal transfer of a membership interest in MMSCC-2, LLC between Mr. Topper and the related family trust.