STAR GROUP, L.P. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAR GAS PARTNERS LP (SGU)
CIK: 0001002590
Period of Report: 2017-02-16

Reporting Person: LAWRENCE BRYAN H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common Units	J	10546567	$0.00	Acquired	10546567	Indirect
2017-02-16	Common Units	J	3000000	$0.00	Disposed	7546567	Indirect
2017-02-16	Common Units	J	213150	$0.00	Acquired	588358	Direct

Footnotes

F1: After the close of the market trading session on February 16, 2017, Kestrel Energy Partners, LLC ("Kestrel") made an in-kind distribution of common units of Star Gas Partners, L.P. ("Star Gas") pro rata to its members. As a member of Kestrel, Yorktown Energy Partners VI, L.P. did not hold a pecuniary interest in the common units of Star Gas held by Kestrel prior to the in-kind distribution.

F2: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.

F3: These securities are owned directly by Yorktown Energy Partners VI, L.P. ("Yorktown VI"). The reporting person is a member and manager of Yorktown VI Associates LLC ("Yorktown VI Associates"), the general partner of Yorktown VI Company LP ("Yorktown VI Company"), the general partner of Yorktown VI.

F4: Pro rata distributions from Yorktown VI, Yorktown VI Company and Yorktown VI Associates.