Edgar Filing: CEDAR FAIR L P

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 ^*

KINZEL RICHARD L

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)
Chairman, President & CEO

(Last)

(First)

(Middle)

ONE CEDAR POINT DR.,Â C/O CEDAR FAIR LP

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

(Street)

SANDUSKY,Â OHÂ 44870-5259

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)
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)	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	Â	Â	Â	Â	Â	Â	536,073	D	Â
Units of Limited Partner Interest	Â	Â	Â	Â	Â	Â	24,997 ⁽¹⁾	I	By Spouse's Trust
Units of Limited Partner Interest	Â	Â	Â	Â	Â	Â	6,415 ⁽²⁾	I	By Spouse for Grandchildren
Units of Limited Partner Interest	Â	Â	Â	Â	Â	Â	383,020	I ⁽⁵⁾	By Cedar Point Executives

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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

Call options to purchase limited partnership units

$ 24.14

Â ⁽³⁾

03/07/2012

Units of Limited Partner Interest

150,000

Call options to purchase limited partnership units

$ 20.6

Â ⁽⁴⁾

03/07/2011

Units of Limited Partner Interest

130,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KINZEL RICHARD L ONE CEDAR POINT DR. C/O CEDAR FAIR LP SANDUSKY,Â OHÂ 44870-5259	Â	Â	Â Chairman, President & CEO	Â

Signatures

Richard L. Kinzel		02/12/2007
^**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 a broker administered distribution reinvestment plan, 2,905 units were acquired at prices ranging from $25.40 to $29.56. These transactions are exempt under rule 16a-11
(2)	During the fiscal year under a broker administered distribution reinvestment plan, 395 units were acquired at prices ranging from $25.40 to $29.56. These transactions are exempt under rule 16a-11
(3)	Options vest at a rate of 20% per year on each anniversary date, beginning on March 7, 2003.
(4)	Options vest at a rate of 20% per year on each anniversary date, beginning on March 7, 2002.
(5)	Reporting person disclaims beneficial ownership of all but 51,620 units held by Cedar Point Executives, Inc.

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