Brian C Witherow Form 4 CEDAR FAIR L P / Brian C Witherow ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Witherow Brian C

(Last)

(First)

(Middle)

ONE CEDAR POINT DRIVE

(Street)

SANDUSKY

44870

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CEDAR FAIR L P [ FUN ]

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Limited Partner Interest	02/09/2023		A		10,028	A	⁽¹⁾	174,309⁽²⁾⁽³⁾	D
Units of Limited Partner Interest								2,300⁽⁴⁾	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
call options to purchase limited partnership units	$36.95							⁽⁵⁾	02/26/2023	Units of Limited Partner Interest	27,092		27,092	D

Explanation of Responses:

1. These units were granted pursuant to the Partnership's omnibus plan.

2. During the fiscal year ended December 31, 2022 under the Cedar Fair, L.P. Distribution Reinvestment and Employee Unit Purchase Plan, 1,978 units were acquired at prices ranging from $39.68 to $61.95. These transactions are exempt under rule 16a-11. These transactions are being reported on this Form 4 voluntarily.

3. During the fiscal year ended December 31, 2022 under a broker administered distribution reinvestment plan, 105 units were acquired at prices ranging from $39.41 to $44.33. These transactions are exempt under rule 16a-11. These transactions are being reported on this Form 4 voluntarily.

4. During the fiscal year ended December 31, 2022 under the Cedar Fair, L.P. Distribution Reinvestment and Employee Unit Purchase Plan, 32 units were acquired at prices ranging from $39.68 to $44.69. These transactions are exempt under rule 16a-11. These transactions are being reported on this Form 4 voluntarily.

5. Options vest at a rate of 33% per year on each anniversary date, beginning on February 26, 2014.

Remarks:

	/s/ Brian C. Witherow	02/13/2023
	** 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 Number.

Brian C Witherow Form 4CEDAR FAIR L P / Brian C Witherow ownership change