Annual Statement of Changes in Beneficial Ownership (5)
15 February 2018 - 7:32AM
Edgar (US Regulatory)
FORM 5
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
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1. Name and Address of Reporting Person
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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. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
2/14/2018
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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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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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90946
(1)
(2)
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D
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Units of Limited Partner Interest
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1900
(3)
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I
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By Spouse
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Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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$36.95
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(4)
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2/26/2023
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Units of Limited Partner Interest
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27092.0
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27092
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D
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call options to purchase limited partnership units
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$29.53
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(5)
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3/27/2022
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Units of Limited Partner Interest
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17786.0
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17786
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D
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Explanation of Responses:
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(1)
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During the fiscal year under the Cedar Fair, L.P. Distribution Reinvestment and Employee Unit Purchase Plan, 3,293 units were acquired at prices ranging from $63.40 to $71.30. These transactions are exempt under rule 16a-11.
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(2)
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During the fiscal year under a broker administered distribution reinvestment plan, 297 units were acquired at prices ranging from $64.99 to $70.30. These transactions are exempt under rule 16a-11.
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(3)
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During the fiscal year under the Cedar Fair, L.P. Distribution Reinvestment and Employee Unit Purchase Plan, 94 units were acquired at prices ranging from $64.99 to $70.30. These transactions are exempt under rule 16a-11.
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(4)
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Options vest at a rate of 33% per year on each anniversary date, beginning on February 26, 2014.
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(5)
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Options vest at a rate of 33% per year on each anniversary date, beginning on March 27, 2013.
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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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Brian C. Witherow
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2/14/2018
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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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