(TA)

Role: Director
Signature: /s/ Rajan C. Penkar
Stock symbol: TA
Transactions as of: May 15, 2023
Transactions value $: -$1,032,000
Form type: 4
Date filed: 5/15/2023, 09:59 AM
Previous filing: Sep 15, 2022
Next filing: Jun 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	TA	Common Stock	Disposed to Issuer	-$1.03M	-12K	-100%	$86.00	0	May 15, 2023	Direct	F1, F2

Rajan Penkar is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On May 15, 2023, BP Products North America Inc. ("Parent") acquired all of the common shares of the Issuer pursuant to the terms of the Agreement and Plan of Merger, dated as of February 15, 2023 (the "Merger Agreement"), entered into by and among the Issuer, Parent and Bluestar RTM Inc., an indirect wholly-owned subsidiary of Parent ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Parent (the "Merger").
F2	Reflects that each share of Issuer common stock, par value $0.001 ("Company Stock"), that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive $86.00 in cash, without interest, subject to the terms and conditions of the merger agreement (the "Merger Consideration"). Immediately prior to the Merger, any shares of Company Stock granted subject to vesting or other lapse restrictions under any Company Stock Plan (as defined in the Merger Agreement) vested in full and became free of such restrictions as of the Effective Time and converted into the right to receive an amount in cash equal to the Merger Consideration, less any applicable withholding taxes.

Content

On May 15, 2023, BP Products North America Inc. ("Parent") acquired all of the common shares of the Issuer pursuant to the terms of the Agreement and Plan of Merger, dated as of February 15, 2023 (the "Merger Agreement"), entered into by and among the Issuer, Parent and Bluestar RTM Inc., an indirect wholly-owned subsidiary of Parent ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Parent (the "Merger").

Reflects that each share of Issuer common stock, par value $0.001 ("Company Stock"), that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive $86.00 in cash, without interest, subject to the terms and conditions of the merger agreement (the "Merger Consideration"). Immediately prior to the Merger, any shares of Company Stock granted subject to vesting or other lapse restrictions under any Company Stock Plan (as defined in the Merger Agreement) vested in full and became free of such restrictions as of the Effective Time and converted into the right to receive an amount in cash equal to the Merger Consideration, less any applicable withholding taxes.