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Sunoco LP Director's Dealing 2015

Dec 3, 2015

30815_dirs_2015-12-02_90a3a549-7f5d-483c-ab82-7e9ff82f9976.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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 32997724 Acquired 59835034 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-11-30 Subordinated Units $ C 32997724 Disposed Common Units (32997724) Indirect

Footnotes

F1: Effective November 30, 2015, the 18,808,703 SUN subordinated units held by ETP Holdco Corporation and the 14,189,021 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.

F2: Upon 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.