Sunoco LP — Director's Dealing 2015

Dec 3, 2015

SEC Form 4/A — Form 4/A

Issuer: Sunoco LP (SUN)
CIK: 0001552275
Period of Report: 2015-11-30

Reporting Person: Energy Transfer Partners, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-30	Common Units	C	10939436	—	Acquired	37776746	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-30	Subordinated Units	$	C	10939436	Disposed		Common Units (10939436)	Indirect

Footnotes

F1: On December 2, 2015, the Reporting Person incorrectly reported the aggregate number of common units held after the conversion instead of the number of subordinated units that were converted into common units.

F2: Effective November 30, 2015, the 6,235,478 SUN subordinated units held by ETP Holdco Corporation and the 4,703,958 SUN subordinated units held by Heritage Holdings, Inc., all converted on a one-for-one basis into SUN common units upon the expiration of the subordination period as set forth in the Issuer's agreement of limited partnership.

F3: Giving effect to the conversion, ETP Holdco Corporation, an indirect wholly-owned subsidiary of Energy Transfer Partners, L.P. ("ETP") owns 18,808,703 SUN common units, and Heritage Holdings, Inc., an indirect wholly-owned subsidiary of ETP, owns 14,189,021 SUN common units. In addition, 3,983,540 SUN common units are owned by ETC M-A Acquisition LLC ("ETC M-A"), and 795,482 SUN common units are owned by ETP Retail Holdings LLC ("ETP Retail Holdings"). Both ETC M-A and ETP Retail Holdings are wholly-owned subsidiaries of ETP.