Billionaire Mario Gabelli‘s GAMCO Investors recently filed a Form 13D with the SEC in which it reported holding, together with its affiliates, 4.61 million common shares of Cst Brands Inc. (NYSE:CST), which amass 6.10% of the company’s outstanding stock. Out of the aggregate amount GAMCO solely owns 2.57 million shares or 3.40% of the shares outstanding. This indicates an increase in GAMCO’s stake as the fund previously held sole ownership of 2.10 million shares, according to its 13F filing for the reporting period of June 30.
CST Brands is a holding company that sells motor fuel and convenience goods, and operates in three sectors: US Retail, Cross America, and Canadian Retail. Recently, the company signed a merger agreement to be acquired by Alimentation Couche-Tard Inc, a convenience store operator, for a price of $48.53 per share, or approximately $4.4 billion in total. Year-to-date, CST Brands’ stock is up by 21.87%. In its financial report for the second quarter of 2016, the company disclosed earnings per share of $0.36 and net income of $27 million, compared to $0.32 in EPS and net income of $25 million for the corresponding period of the previous year.
As per Insider Monkey’s hedge fund database, there were 31 investors long Cst Brands (NYSE:CST) at the end of June, up from 28 hedge funds a quarter earlier. Among the bullish investors of the stock were David Cohen and Harold Levy’s Iridian Asset Management, which held a position valued at $303.55 million, Alan Fournier’s Pennant Capital Management, with a position worth around $147.8 million, Paul Marshall and Ian Wace’s Marshall Wace LLP, Andrew Goldman’s Seven Locks Capital Management, Jim Simons’ Renaissance Technologies, and Youlia Miteva’s Proxima Capital Management.
Some of the new investors in Cst Brands (NYSE:CST) during the second quarter were First Eagle Investment Management, which initiated a position valued at $40.46 million on June 30, David Kowitz and Sheldon Kasowitz’ Indus Capital, which had a $9.91 million call option position in the company, Jacob Gottlieb’s Visium Asset Management, Jamie Mendola’s Pacific Grove Capital, and Min Htoo and Jordan Teramo’s Anandar Capital Management.
Investors who lost enthusiasm for Cst Brands (NYSE:CST) and decided to sell their positions encompassed Gabriel Plotkin’s Melvin Capital Management, which said goodbye to $7.66 million worth of put options, Andrew Feldstein and Stephen Siderow’s Blue Mountain Capital, which dumped a position valued at $607,000 at the end of March, Patrick Hughes and Loren Katzovitz’ Deimos Asset Management, George Hall’s Clinton Group, and Isaac Corre’s Governors Lane.
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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gabelli Funds | 1,780,891 | 1,780,891 | 1,780,891 | 2.35% | ||
| GAMCO Asset Management Inc. I.D. No. 13-40445 | 2,460,637 | 2,571,237 | 2,571,237 | 3.40% | ||
| Gabelli Securities, Inc. I.D. No. 13-3379374 | 163,149 | 163,149 | 163,149 | 0.22% | ||
| MJG Associates, Inc. I.D. No. 06-1304 | 300 | 300 | 300 | 0.00% | ||
| Gabelli Foundation, Inc. I.D. No. 94 | 14,000 | 14,000 | 14,000 | 0.02% | ||
| G.research | 15,000 | 15,000 | 15,000 | 0.02% | ||
| GGCP, Inc. I.D. No. 13-3056041 | 0.00% | |||||
| GAMCO Investors, Inc. I.D. No. 13-400786 | 3,720 | 3,720 | 3,720 | 0.00% | ||
| Associated Capital Group, Inc. I.D. No. 47-3965991 Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | 0.00% | |||||
| Mario J. Gabelli | 65,709 | 65,709 | 65,709 | 0.09% |
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Page 1 of 19 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
CST Brands, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
________12646R105_________
(CUSIP Number)
David Goldman
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
______________________ August 26, 2016________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
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Page 2 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Funds, LLC I.D. No. 13-4044523 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization New York | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 1,780,891 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 1,780,891 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 1,780,891 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 2.35% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IA, CO | ||
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Page 3 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Asset Management Inc. I.D. No. 13-4044521 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) 00-Funds of investment advisory clients | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization New York | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 2,460,637 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 2,571,237 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 2,571,237 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 3.40% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IA, CO | ||
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Page 4 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Securities, Inc. I.D. No. 13-3379374 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) 00 – Client funds | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 163,149 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 163,149 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 163,149 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 0.22% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO, IA | ||
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Page 5 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) MJG Associates, Inc. I.D. No. 06-1304269 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) 00-Client Funds | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Connecticut | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 300 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 300 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 300 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) CO | ||
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Page 6 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Gabelli Foundation, Inc. I.D. No. 94-2975159 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) WC | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization NV | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 14,000 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 14,000 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 14,000 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 0.02% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) 00-Private Foundation | ||
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Page 7 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) G.research, LLC I.D. No. 13-2885006 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) WC | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization NY | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 15,000 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 15,000 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 15,000 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) | ||
| 13 | Percent of class represented by amount in row (11) 0.02% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) BD | ||
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Page 8 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) GGCP, Inc. I.D. No. 13-3056041 | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) None | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Wyoming | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power None (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power None (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person None (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO | ||
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Page 9 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) GAMCO Investors, Inc. I.D. No. 13-4007862 | ||
| Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | |||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) WC | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 3,720 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 3,720 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 3,720 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO | ||
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Page 10 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Associated Capital Group, Inc. I.D. No. 47-3965991 | ||
| Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | |||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) None | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization Delaware | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power None (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power None (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person None (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.00% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) HC, CO | ||
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Page 11 of 19 – SEC Filing
CUSIP No. 12646R105
| 1 | Names of reporting persons I.R.S. identification nos. of above persons (entities only) Mario J. Gabelli | ||
| 2 | Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | Sec use only | ||
| 4 | Source of funds (SEE INSTRUCTIONS) Private Funds | ||
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e) | ||
| 6 | Citizenship or place of organization USA | ||
| Number Of Shares Beneficially Owned By Each Reporting Person With | : 7 : : : | Sole voting power 65,709 (Item 5) | |
| : 8 : : : | Shared voting power None | ||
| : 9 : : : | Sole dispositive power 65,709 (Item 5) | ||
| :10 : : : | Shared dispositive power None | ||
| 11 | Aggregate amount beneficially owned by each reporting person 65,709 (Item 5) | ||
| 12 | Check box if the aggregate amount in row (11) excludes certain shares (SEE INSTRUCTIONS) X | ||
| 13 | Percent of class represented by amount in row (11) 0.09% | ||
| 14 | Type of reporting person (SEE INSTRUCTIONS) IN | ||
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Page 12 of 19 – SEC Filing
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D on the Common Stock of CST Brands, Inc. (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”) which was originally filed on June 2, 2016. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer. These entities, except for LICT Corporation (“LICT), CIBL, Inc. (“CIBL”) and ICTC Group, Inc. (“ICTC”), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) – This statement is being filed by one or more of the following persons: GGCP, Inc. (“GGCP”), GGCP Holdings LLC (“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), G.research, LLC (“G.research”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), Mario Gabelli, LICT, CIBL and ICTC. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GSI may purchase or sell securities for its own account. GSI is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., Gabelli Japanese Value Partners L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., GAMCO Long/Short Equity Fund, L.P., Gabelli Multimedia Partners, L.P, Gabelli International Gold Fund Limited and Gabelli Green Long/Short Fund, L.P.
G.research, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The GAMCO Mathers Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd. (collectively, the “Funds”), which are registered investment companies. Gabelli Funds is also the investment adviser to The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mitessm Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, and The TETON Westwood Mid-Cap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of LICT.
ICTC is a holding company with subsidiaries in voice, broadband and other telecommunications services, primarily in the rural telephone industry. ICTC makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of ICTC.
CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. He is the Executive Chairman and Chief Executive Officer of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.
MJG-IV is a family partnership in which Mario Gabelli is the general partner. Mario Gabelli has less than a 100% interest in MJG-IV. MJG-IV makes investments for its own account. Mario Gabelli disclaims ownership of the securities held by MJG-IV beyond his pecuniary interest.
The Reporting Persons do not admit that they constitute a group.
GAMCO and G.research are New York corporations and GBL, AC, GSI, and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501. ICTC Group Inc. is a Delaware corporation having its principal place of business as 556 Main Street, Nome, North Dakota 58062.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(d) – Not applicable.
(e) – Not applicable.
(f) – Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 to Schedule 13D is amended, in pertinent part, as follows:
The Reporting Persons used an aggregate of approximately $41,277,712 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $25,891,545 and $10,202,937, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients. GSI used approximately $4,371,471 of client funds to purchase the additional Securities reported by it. G.research used approximately $714,100 of working capital to purchase the additional Securities reported by it. GBL used approximately $84,742 of working capital to purchase the additional Securities reported by it. MJG Associates used approximately $12,917 of client funds to purchase the additional Securities reported by it.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D relates is 4,614,006 shares, representing 6.10% of the 75,685,743 shares outstanding as reported in the Issuer’s most recently filed Form 10-Q for the quarterly period ended June 30, 2016. The Reporting Persons beneficially own those Securities as follows:
| Name | Shares of Common Stock | % of Class of Common |
| GAMCO Gabelli Funds GSI G. research MJG MJG Associates GBL Foundation | 2,571,237 1,780,891 163,149 15,000 65,709 300 3,720 14,000 | 3.40% 2.35% 0.22% 0.02% 0.09% 0.00% 0.00% 0.02% |
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities owned beneficially by G.research. AC, GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 110,600 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(e) Not applicable.
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Page 13 of 19 – SEC Filing
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 29, 2016
GGCP, INC.
MARIO J. GABELLI
GABELLI FOUNDATION, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Attorney-in-Fact
ASSOCIATED CAPITAL GROUP, INC.
By:/s/ Kevin Handwerker
Kevin Handwerker
General Counsel & Secretary – Associated Capital Group, Inc.
GAMCO ASSET MANAGEMENT INC.
GAMCO INVESTORS, INC.
GABELLI SECURITIES, INC.
GABELLI FUNDS, LLC
G. RESEARCH, LLC
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President & Chief Operating Officer – GAMCO Investors, Inc.
President – GAMCO Asset Management Inc.
President – Gabelli Securities, Inc.
President & Chief Operating Officer of the sole member of
Gabelli Funds, LLC
Secretary – G. research, LLC
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Page 14 of 19 – SEC Filing
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:
| The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., G.research, LLC, Teton Advisors, Inc., Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D. |
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Page 15 of 19 – SEC Filing
| GAMCO Investors, Inc. Directors: | |
| Edwin L. Artzt Raymond C. Avansino | Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman & Chief Executive Officer E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 |
| Mario J. Gabelli Elisa M. Wilson | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. Director c/o GAMCO Investors, Inc. One Corporate Center Rye, NY 10580 |
| Eugene R. McGrath | Former Chairman and Chief Executive Officer Consolidated Edison, Inc. 4 Irving Place New York, NY 10003 |
| Robert S. Prather | President & Chief Executive Officer Heartland Media, LLC 1843 West Wesley Road Atlanta, GA 30327 |
| Officers: | |
| Mario J. Gabelli | Chairman and Chief Executive Officer |
| Douglas R. Jamieson Henry G. Van der Eb Bruce N. Alpert Agnes Mullady Kevin Handwerker | President and Chief Operating Officer Senior Vice President Senior Vice President Senior Vice President Executive Vice President, General Counsel and Secretary |
| GAMCO Asset Management Inc. Directors: | |
| Douglas R. Jamieson Regina M. Pitaro William S. Selby | |
| Officers: | |
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer – Value Portfolios |
| Douglas R. Jamieson David Goldman | President, Chief Operating Officer and Managing Director General Counsel, Secretary & Chief Compliance Officer |
| Gabelli Funds, LLC Officers: | |
| Mario J. Gabelli | Chief Investment Officer – Value Portfolios |
| Bruce N. Alpert | Executive Vice President and Chief Operating Officer |
| Agnes Mullady | President and Chief Operating Officer – Open End Fund Division |
| David Goldman | General Counsel |
| Gabelli Securities, Inc. |
| Officers: | |
| Douglas R. Jamieson Patrick Dennis Kevin Handwerker David M. Goldman David Fitzgerald | See above Executive Vice President, Chief Financial Officer Secretary General Counsel & Assistant Secretary Chief Compliance Officer |
| G.research, LLC | |
| Officers: | |
| Cornelius V. McGinity | See above |
| Bruce N. Alpert Douglas R. Jamieson David M. Goldman Josephine D. LaFauci | Vice President Secretary Assistant Secretary Chief Compliance Officer |
| Gabelli Foundation, Inc. Officers: | |
| Mario J. Gabelli | Chairman, Trustee & Chief Investment Officer |
| Elisa M. Wilson Marc Gabelli Matthew R. Gabelli Michael Gabelli | President Trustee Trustee Trustee |
| MJG-IV Limited Partnership Officers: | |
| Mario J. Gabelli | General Partner |
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Page 16 of 19 – SEC Filing
| GGCP, Inc. Directors: | ||
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. | |
| Marc Gabelli | President of Associated Capital Group, Inc. President and Managing Director of Gabelli Securities, Inc. | |
| Matthew R. Gabelli | Vice President – Trading G.research, Inc. One Corporate Center Rye, NY 10580 | |
| Michael Gabelli | President & COO Gabelli & Partners, LLC One Corporate Center Rye, NY 10580 | |
| Frederic V. Salerno | Chairman Former Vice Chairman and Chief Financial Officer Verizon Communications | |
| Vincent S. Tese | Executive Chairman – FCB Financial Corp | |
| Officers: | ||
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer | |
| Marc Gabelli | President | |
| Silvio A. Berni | Vice President, Assistant Secretary and Controller | |
| GGCP Holdings LLC Members: GGCP, Inc. Mario J. Gabelli | Manager and Member Member | |
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Page 17 of 19 – SEC Filing
| Teton Advisors, Inc. Directors: | |
| Howard F. Ward Nicholas F. Galluccio Vincent J. Amabile John Tesoro | Chairman of the Board Chief Executive Officer and President |
| Officers: | |
| Howard F. Ward Nicholas F. Galluccio Michael J. Mancuso David Goldman Tiffany Hayden | See above See above Chief Financial Officer General Counsel Secretary |
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Page 18 of 19 – SEC Filing
| Associated Capital Group, Inc. Directors: | |
| Mario J. Gabelli | Chief Executive Officer and Chief Investment Officer of GGCP, Inc. Chairman & Chief Executive Officer of GAMCO Investors, Inc. Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC. |
| Marc Gabelli | Chairman of The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804 |
| Richard L. Bready | Former Chairman and Chief Executive Officer Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903 |
| Bruce Lisman | Former Chairman – JP Morgan – Global Equity Division |
| Daniel R. Lee | Chief Executive Officer Full House Resorts, Inc. 4670 South Ford Apache Road, Suite 190 Las Vegas, NV 89147 |
| Salvatore F. Sodano | Vice Chairman of the Board (see above) |
| Officers: | |
| Mario J. Gabelli Marc Gabelli Patrick Dennis Kevin Handwerker | Chairman of the Board and Chief Executive Officer President Executive Vice President and Chief Financial Officer Executive Vice President, General Counsel and Secretary |
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Page 19 of 19 – SEC Filing
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-CST BRANDS, INC.
GABELLI FOUNDATION, INC.
8/18/16 1,000- 47.6490
GAMCO INVESTORS, INC.
8/26/16 600 47.5857
8/25/16 100 47.6346
8/24/16 100 47.6775
8/23/16 125- 47.4640
8/22/16 500 47.4944
8/17/16 100- 47.2201
7/25/16 200 44.7998
7/01/16 10- 43.8800
GAMCO ASSET MANAGEMENT INC.
8/26/16 3,000 47.6890
8/26/16 61,600 47.6310
8/26/16 4,375 47.5857
8/26/16 8,000 47.6490
8/25/16 42,700 47.7000
8/25/16 750 47.6346
8/24/16 6,000 47.7000
8/24/16 1,000 47.6890
8/24/16 1,000 47.6775
8/24/16 300- 47.6937
8/24/16 9,700 47.6900
8/24/16 82,300 47.6890
8/23/16 70,300 47.5015
8/23/16 6,500 47.4600
8/23/16 1,000 47.4770
8/23/16 2,000 47.4700
8/23/16 4,500 47.4638
8/23/16 6,800 47.4787
8/23/16 600 47.4500
8/23/16 24,500 47.4701
8/22/16 20,000 47.5224
8/22/16 66,200 47.5500
8/22/16 2,175 47.4944
8/22/16 14,700 47.5151
8/22/16 15,000 47.6102
8/19/16 400- 47.4701
8/19/16 700- 47.2800
8/18/16 1,000- 47.6528
8/18/16 400- 47.6528
8/18/16 1,100- 47.5828
8/18/16 1,700- 47.6312
8/18/16 4,000- 47.5303
8/17/16 2,000- 47.2915
8/17/16 200 47.1150
8/17/16 1,000- 47.2520
8/17/16 800- 47.1738
8/17/16 4,200- 47.0491
8/17/16 1,500- 47.1850
8/16/16 500- 47.0500
8/16/16 400- 47.1533
8/12/16 600 44.3200
8/10/16 500- 43.5380
8/10/16 1,849 43.4951
8/10/16 300 43.7557
8/10/16 4,600 43.7819
8/09/16 2,200 43.8459
8/09/16 300- 43.7937
8/08/16 300 43.7000
8/05/16 3,000- 44.1332
8/05/16 500- 44.3340
8/03/16 400 43.8300
8/03/16 100 43.0400
8/03/16 2,900- 42.8550
8/01/16 100- 44.2400
8/01/16 50 44.2884
7/28/16 300- 44.1623
7/26/16 1,000 44.5399
7/26/16 200 44.6000
7/25/16 1,200 44.7998
7/22/16 400 45.5339
7/22/16 1,000 45.1721
7/22/16 5,800- *DO
7/21/16 2,000- 45.3612
7/21/16 300 45.1700
7/21/16 2,200 45.3600
7/21/16 600- 44.9600
7/20/16 400 45.3600
7/19/16 200- 44.9600
7/19/16 200- 45.2776
7/19/16 2,200 44.6356
7/19/16 1,200- 44.8742
7/18/16 5,000- *DO
7/15/16 16,000- *DO
7/14/16 600 44.2500
7/13/16 200 44.3982
7/13/16 1,700 44.2486
7/11/16 5,000 44.2253
7/11/16 400 44.6600
7/08/16 4,000 43.8898
7/08/16 10,000 43.7422
7/07/16 500 43.0810
7/06/16 5,000 *DI
7/06/16 4,000 43.1582
7/06/16 500 43.1880
7/06/16 5,000 43.3414
7/06/16 6,200 43.0084
7/06/16 1,000 42.9585
7/05/16 4,000 42.9177
7/05/16 800 43.0194
7/05/16 200 43.6500
7/05/16 1,000- 43.0260
7/01/16 4,300 43.6414
7/01/16 50- 43.5800
7/01/16 700 43.5345
6/30/16 500- 42.8140
6/30/16 4,000 42.7470
6/30/16 200- *DO
6/29/16 12,700 42.2571
6/29/16 16,000 42.2863
GABELLI SECURITIES, INC.
8/26/16 7,200 47.5857
8/25/16 1,200 47.6346
8/24/16 1,700 47.6775
8/22/16 4,000 47.4799
8/22/16 5,100 47.4944
8/01/16 300 44.2884
7/25/16 2,100 44.7998
GABELLI ASSOCIATES LIMITED II E
8/26/16 3,900 47.5857
8/25/16 600 47.6346
8/24/16 800 47.6775
8/22/16 2,800 47.4944
8/01/16 1,700 44.2884
7/25/16 900 44.7998
GABELLI ASSOCIATES LIMITED
8/26/16 6,500 47.5857
8/25/16 1,100 47.6346
8/24/16 1,200 47.6775
8/22/16 4,900 47.4944
8/01/16 100 44.2884
7/25/16 1,600 44.7998
GABELLI ASSOCIATES FUND II
8/26/16 4,100 47.5857
8/25/16 800 47.6346
8/24/16 800 47.6775
8/22/16 3,100 47.4944
7/25/16 1,300 44.7998
GABELLI ASSOCIATES FUND
8/26/16 9,125 47.5857
8/25/16 1,300 47.6346
8/24/16 1,800 47.6775
8/22/16 6,700 47.4944
8/01/16 254 44.2884
7/25/16 2,600 44.7998
ALCE PARTNERS
8/16/16 500- 47.1500
G.RESEARCH, LLC
8/26/16 10,000 47.5650
8/25/16 5,000 47.6900
GABELLI FUNDS, LLC.
GABELLI FOCUS FIVE FUND
8/19/16 13,331- 47.6053
8/18/16 20,000- 47.6043
8/16/16 20,000- 47.2102
7/19/16 20,000- 44.9553
GABELLI VALUE FUND
8/19/16 1,000- 47.4270
8/19/16 4,000- 47.3650
8/18/16 1,000- 47.6528
8/17/16 1,000- 47.5210
GABELLI SMALL CAP GROWTH FUND
7/08/16 4,000 43.8374
GABELLI GLOBAL SMALL AND MIDCAP VALUE TRUST
8/23/16 20,000 47.4800
GABELLI EQUITY TRUST
8/16/16 10,000- 47.2018
7/19/16 5,000- 44.9553
THE GDL FUND
8/23/16 2,000 47.4500
8/22/16 50,600 47.5151
GABELLI ENTERPRISE M&A FUND
8/23/16 800 47.4500
8/22/16 19,600 47.5151
7/18/16 4,000- *DO
GAMCO MERGER ARBITRAGE
8/26/16 9,200 47.5857
8/25/16 1,375 47.6346
8/24/16 1,700 47.6775
8/22/16 7,625 47.4944
8/01/16 500 44.2884
7/25/16 2,600 44.7998
GAMCO ALL CAP VALUE
8/26/16 1,100 47.5595
8/26/16 300 47.6000
8/22/16 1,400 47.5151
8/18/16 400- 47.6528
8/17/16 400- 47.4100
8/16/16 200- 47.1533
GABELLI ABC FUND
8/23/16 8,031 47.4500
8/22/16 193,441 47.5151
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NYSE.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.
19
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