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: Susser Holdings CORP (10% Owner, Director by Deputization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-31	Common Units	J	79308	—	Disposed	0	Indirect
2015-07-31	Class A Units	J	11018744	—	Acquired	11018744	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-31	Subordinated Units	$	J	10939436	Disposed		Common Units (10939436)	Indirect

Footnotes

F1: On July 31, 2015, pursuant to the terms of the Contribution Agreement dated as of July 14, 2015, Stripes LLC and Stripes No. 1009 LLC (collectively, the "Stripes Entities"), wholly owned subsidiaries of Susser Holdings Corporation ("SHC"), (i) exchanged their aggregate 79,308 Common Units for 79,308 Class A Units and (ii) converted their aggregate 10,939,436 Subordinated Units into 10,939,436 Class A Units. SHC may be deemed to share beneficial ownership of the Stripes Entities' interest in the Issuer through SHC's ability to control the Stripes Entities.

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).