Sunoco LP — Director's Dealing 2015

Aug 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

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	J	11018744	—	Acquired	11018744	Indirect
2015-07-31	Common Units	J	79308	—	Acquired	4858330	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
2015-07-31	Subordinated Units	$	J	10939436	Acquired		Common Units (10939436)	Indirect
2015-07-31	Class B Units	$	J	21978980	Acquired		Common Units (21978980)	Direct

Footnotes

F1: On July 31, 2014, pursuant to the terms of the Contribution Agreement dated as of July 14, 2015 (the "Contribution Agreement"), Stripes LLC and Stripes No. 1009 LLC, wholly owned subsidiaries of Susser Holdings Corporation, exchanged their aggregate 79,308 Common Units for 79,308 Class A Units and converted their aggregate 10,939,436 Subordinated Units into 10,939,436 Class A Units.

F2: On July 31, 2014, pursuant to the terms of the Contribution Agreement, Heritage Holdings, Inc. and ETP Holdco Corporation acquired an aggregate of 79,308 Common Units, 10,939,436 Subordinated Units and 21,978,980 Class B Units and cash in consideration for 100% of the shares of capital stock in Susser Holdings Corporation.

F3: The Subordinated Units will convert 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).

F4: The Class B Units will convert, on a one-for-one basis, into Common Units on the day immediately following the record date of the Issuer's second quarter 2015 distribution.