Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Witherow Brian C
 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
(Last)
(First)
(Middle)

ONE CEDAR POINT DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


SANDUSKY, OH 44870		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Units of Limited Partner Interest             32,129 (1) (2) D  
Units of Limited Partner Interest             1,442 (3) I By Spouse

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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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units               (5)   (5) Units of Limited Partner Interest
7,685
  7,685
D
 
Call options to purchase limited partnership units $ 28.45             (6) 11/06/2013 Units of Limited Partner Interest
1,000
  1,000
D
 
Call options to purchase limited partnership units $ 29.53             (7) 03/27/2022 Units of Limited Partner Interest
17,786
  17,786
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Witherow Brian C
ONE CEDAR POINT DRIVE
SANDUSKY, OH 44870		       Executive VP & CFO  

Signatures

Brian C. Witherow 02/07/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) During the fiscal year under the Cedar Fair, L.P. Distribution Reinvestment and Employee Unit Purchase Plan, 609 units were acquired at prices ranging from $23.47 to $34.52. These transactions are exempt under rule 16a-11.
(2) During the fiscal year under a broker administered distribution reinvestment plan, 162 units were acquired at prices ranging from $28.06 to $34.36. These transactions are exempt under rule 16a-11.
(3) During the fiscal year under the Cedar Fair, L.P. Distribution Reinvestment and Employee Unit Purchase Plan, 72 units were acquired at prices ranging from $28.06 to $34.36. These transactions are exempt under rule 16a-11.
(4) Each phantom unit is the economic equivalent of one limited partner unit in Cedar Fair, L.P.
(5) This award vests in March 2013, assuming the grantee continues to be employed with the Company.
(6) Options vested at a rate of 20% per year on each anniversary date, beginning on November 6, 2004.
(7) Options vest at a rate of 33% per year on each anniversary date, beginning on March 27, 2013.

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