Sunoco LP — Director's Dealing 2015

Aug 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sunoco LP (SUN)
CIK: 0001552275
Period of Report: 2015-07-31

Reporting Person: Stripes LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-31	Common Units	J	79308	—	Disposed	0	Direct
2015-07-31	Class A Units	J	5549026	—	Acquired	5549026	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-31	Subordinated Units	$	J	5469718	Disposed		Common Units (5469718)	Direct

Footnotes

F1: On July 31, 2015, pursuant to the terms of the Contribution Agreement dated as of July 14, 2015, Stripes LLC ("Stripes"), a wholly owned subsidiary of Susser Holdings Corporation ("SHC"), (i) exchanged its 79,308 Common Units for 79,308 Class A Units and (ii) converted its 5,469,718 Subordinated Units into 5,469,718 Class A Units. SHC may be deemed to share beneficial ownership of Stripes' interest in the Issuer through SHC's ability to control Stripes.

F2: Prior to this transaction, the Subordinated Units would have converted into Common Units on a one-for-one basis at the end of the Subordination Period as described in the Issuer's Registration Statement on Form S-1 (File No. 333-182276).