STAR GROUP, L.P. — Director's Dealing 2011

Aug 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAR GAS PARTNERS LP (SGU)
CIK: 0001002590
Period of Report: 2011-08-12

Reporting Person: Bandera Partners LLC (10% Owner)
Reporting Person: Bylinsky Gregory (10% Owner)
Reporting Person: Gramm Jefferson (10% Owner)
Reporting Person: Shpiz Andrew (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-12	Common Units	S	1500000	$5.235	Disposed	7073509	Indirect

Footnotes

F1: The Common Units reported herein as indirectly beneficially owned by Bandera Partners LLC, Gregory Bylinsky, Jefferson Gramm and Andrew Shpiz (the "Master Fund Shares") are directly owned by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership ("Bandera Master Fund"). Bandera Partners LLC is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership of the Master Fund Shares by virtue of the sole and exclusive authority granted to Bandera Partners LLC by Bandera Master Fund to vote and dispose of the Master Fund Shares. Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may be deemed to have beneficial ownership of the Master Fund Shares in their capacities as Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners LLC. (continued in footnote 2)

F2: Indirect beneficial ownership of the Master Fund Shares has not been allocated to the Reporting Persons on a proportional basis. Each of Bandera Partners LLC, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz disclaims beneficial ownership of the Master Fund Shares except to the extent of its or his pecuniary interest therein pursuant to Rule 16a-1(a)(2).