ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On December 5, 2012, Cedar Fair, L.P. ("Cedar Fair") sold 1,500,000 units representing limited partnership interests to Magnum Management Corporation ("Magnum"), a wholly owned subsidiary of Cedar Fair, as satisfaction of approximately $50.1 million of inter-company obligations to Magnum. This transaction is exempt from registration under Section 4(2) of the Securities Act of 1933 because the transaction by Cedar Fair did not involve a public offering.

---